--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-054896" form_type: "8-K" ticker: "BRST" cik: "0000764897" company_name: "Broad Street Realty, Inc." filed_at: "2023-10-24T23:59:59+00:00" generated_at: "2026-06-09T15:19:45.071763+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Broad Street Realty shareholders approve amended charter; authorized shares increased to 301M, quorum lowered to 1/3 ## Summary - Authorized common stock increased from 50M to 300M shares; preferred stays at 1M shares. - Stockholder quorum reduced from majority to one-third of voting shares. - Only Board may call special meetings; prior right of 10% of stockholders removed. - Exclusive forum provisions: Delaware Chancery for internal claims, federal courts for Securities Act claims. - Directors elected by plurality in contested elections, majority in uncontested. ## SEC filing metadata - accession: 0000950170-23-054896 - form_type: 8-K - ticker: BRST - cik: 0000764897 - company_name: Broad Street Realty, Inc. - filed_at: 2023-10-24T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 3.03, 5.03, 3.01, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/brst-20231023.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-054896 - JSON: https://secwatch.observer/filing/0000950170-23-054896.json - Plain text: https://secwatch.observer/filing/0000950170-23-054896.txt ## Key facts - Governance Changes Broad Street Realty, Inc.: Amended and Restated Charter increasing authorized shares and modifying voting rights, exclusive forum, stock ownership limits, and amendment provisions (effective 2023-10-23). - Change: charter amendment - Effective: 2023-10-23 source text: On October 23, 2023, Broad Street Realty, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), which become effective upon filing. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Governance Changes Broad Street Realty, Inc.: Amended and Restated Bylaws to conform to new charter, changing special meeting calling, stockholder proposals, quorum, director election standard, and amendment vote requirements (effective 2023-10-23). - Change: bylaw amendment - Effective: 2023-10-23 source text: Effective October 23, 2023, the Board of Directors of the Company (the “Board”) adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), to conform the bylaws of the Company to the Amended and Restated Charter and customary provisions of bylaws of public companies. evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter to increase authorized shares from 51M to 301M at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4A : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to increase the Company’s total number of authorized shares of common stock and preferred stock from 51,000,000 shares to 301,000,000 shares, which consists of (i) increasing the number of authorized shares of common stock from 50,000,000 shares to 300,000,000 shares and (ii) maintaining the number of authorized shares of preferred stock at 1,000,000 shares. The following table sets forth the voting results for this proposal: For Against Abstentions 18,445,752 3,089,317 842,004 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter for other modernization changes at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4F : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to make certain other changes that the Company’s Board of Directors deems appropriate to modernize the charter and conform the charter to customary provisions of charters of public companies. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 18,336,549 1,006,577 733,693 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Election of seven directors at the 2023-10-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 1 (Election of Directors) — The Company’s stockholders elected the following seven persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2024, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee: Director Nominee For Against Abstentions Broker Non-Votes Michael Z. Jacoby 19,146,204 777,203 153,412 2,300,254 Jeffrey H. Foster 18,823,892 594,786 658,141 2,300,254 Daniel J.W. Neal 18,827,249 593,490 656,080 2,300,254 Noah Shore 18,861,757 583,076 631,986 2,300,254 Samuel M. Spiritos 18,704,051 753,975 618,793 2,300,254 Jeffery C. Walraven 18,864,586 422,542 789,691 2,300,254 Thomas M. Yockey 19,190,215 623,559 263,045 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter for exclusive forum provisions at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4C : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery and the U.S. federal district courts, as applicable, are the sole and exclusive forum for certain actions. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 17,413,475 1,967,920 695,424 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Approve and adopt Amended and Restated Charter at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 3 (Amended and Restated Charter) — The Company’s stockholders approved the proposal to approve and adopt the Amended and Restated Charter. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 18,614,710 938,403 523,706 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Advisory vote on executive compensation at the 2023-10-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 5 (Advisory Vote on Executive Compensation) — The Company’s stockholders approved (on a non-binding, advisory basis) the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 16,908,854 2,364,946 803,019 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Ratification of Cherry Bekaert LLP as independent registered public accounting firm at the 2023-10-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 2 (Ratification of Cherry Bekaert LLP) — The Company’s stockholders approved the proposal to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. The following table sets forth the voting results for this proposal: For Against Abstentions 21,359,341 312,833 704,899 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter for REIT election provisions at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4D : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to include certain provisions related to a potential future election by the Company to be taxed as a REIT for federal income tax purposes, including provisions giving the Company’s Board of Directors the authority to make such election and stock ownership limitations and transfer restrictions necessary to comply with requirements for qualification as a REIT. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 18,421,741 868,792 786,286 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Advisory vote on frequency of holding an advisory vote on executive compensation at the 2023-10-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 6 (Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation) — The Company’s stockholders selected (on a non-binding, advisory basis)one year as the preferred frequency that the Company should seek an advisory vote on the compensation of the Company’s named executive officers.. The following table sets forth the voting results for this proposal: One Year Two Years Three Years Abstentions Broker Non-Votes 17,733,207 1,067,180 333,265 943,167 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter regarding voting rights of common stockholders at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4B : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to make certain changes to the voting rights of common stockholders included in the Existing Charter, including clarifying common stockholders voting rights on matters related solely to preferred stockholders, clarifying that there is no right to cumulate votes on behalf of any nominee for election to the Company’s Board of Directors and updating stockholder approval rights relating to certain matters. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 17,229,924 1,909,574 937,321 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm - Shareholder Votes Broad Street Realty, Inc. shareholders approved Amendments to charter regarding supermajority vote requirements at the 2023-10-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-23 source text: Proposal 4E : The Company’s stockholders approved the proposal to approve the amendments to the Existing Charter to (i) provide that any amendment or other modification of certain provisions of the Amended and Restated Charter requires the approval of two-thirds of the shares entitled to vote thereon, (ii) require that, for stockholder-amendments to the bylaws, two-thirds of the shares entitled to vote thereon must approve the amendment and (iii) remove the requirement for the approval of holders of two-thirds of the outstanding shares of common stock present to amend the charter or bylaws in a way that reduces the priority of payment or amount payable to holders of shares of common stock upon liquidation or that would diminish or eliminate any voting rights of common stockholders. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 18,338,909 1,076,323 661,587 2,300,254 evidence_url: https://www.sec.gov/Archives/edgar/data/764897/000095017023054896/0000950170-23-054896-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.