UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 7, 2007
EASTGROUP PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-07094 13-2711135
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 One Jackson Place, 188 East Capitol Street, Jackson, MS 39201
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(Address of Principal Executive Offices, including zip code)
(601) 354-3555
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 7, 2007, the Board of Directors of EastGroup Properties, Inc. (the
"Company") amended and restated the Company's Bylaws. The following is a summary
of changes effected by adoption of the amendments, which is qualified in its
entirety by reference to the Bylaws, as amended filed as Exhibit 3.1 hereto and
incorporated by reference herein.
General
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In addition to the amendments described below, the Bylaws, as amended, include
certain changes to comply or be consistent with Maryland law and make various
technical corrections and non-substantive changes. The Bylaws, as amended, are
referred to herein as the amended Bylaws. The Bylaws as previously in effect are
referred to herein as the former Bylaws.
Article II. Stockholders
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Timing of annual meeting of stockholders. Maryland law requires that bylaws name
either the day of the annual meeting or a 31-day period in which such annual
meeting is held. In accordance with this requirement, Article II, Section 1 of
the amended Bylaws states that the annual meeting shall be held each year
between May 11 and June 10.
Notice of stockholder meetings. The amended Bylaws provide that notice and the
waiver of such notice may be given by electronic transmission in addition to in
written notice as provided under the former Bylaws.
Quorum and adjournment of stockholder meetings. The amended Bylaws clarify that
stockholders present either in person or by proxy at a meeting which has been
duly called and convened may continue to transact business until the adjournment
of that meeting, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Article III. Directors
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Number of directors. The amended Bylaws clarify that the number of directors may
not be less than the minimum number required by Maryland law.
Notice of director meetings. The amended Bylaws provide that notice and the
waiver of such notice may be given by electronic mail in addition to notice in
writing or by telegraph or facsimile as provided under the former Bylaws.
Unanimous consent of directors in lieu of a meeting. The amended Bylaws provide
that, in accordance with the Maryland law, unanimous consents in lieu of a
meeting of the Board may be given by electronic transmission, as well as in
writing.
Resignations. The amended Bylaws provide that a director may resign from the
Board or any committee at any time and such resignation may not be effective
prior to the time of its receipt by the Company.
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Article IV. Committees
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Rules of procedure. The amended Bylaws clarify issues with respect to calling
and notice of meetings and the rules of procedure at such meetings.
Unanimous consent of directors in lieu of a meeting. The amended Bylaws provide
that, in accordance with the Maryland law, unanimous consents in lieu of a
meeting of a committee may be given by electronic transmission, as well as in
writing.
Tenure. The amended Bylaws clarify that the Board has the exclusive power to
fill vacancies, change the membership of or discharge any committee.
Article V. Officers
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Compensation of officers. Article V, Section 12 of the former Bylaws was
deleted.
Resignations. The amended Bylaws provide that an officer may resign at any time
and such resignation may not be effective prior to the time of its written
receipt by the Company.
Article XIII. Waiver of Notice
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Waiver of notice. The amended Bylaws provide that the waiver of any notice
required pursuant to the Company's Charter, Bylaws or applicable law may be
given by electronic transmission, as well as in writing.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
3.1 Bylaws, as amended, of the Company dated as of December 7, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 13, 2007
EASTGROUP PROPERTIES, INC.
By: /s/ BRUCE CORKERN
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Bruce Corkern
Senior Vice President,
Chief Accounting Officer and Controller
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