Alexandria Real Estate (NYSE: ARE) adopts simple majority for director removal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Alexandria Real Estate Equities, Inc. has changed how shareholders can remove directors. Effective March 31, 2026, the company filed Articles Supplementary in Maryland to opt out of a state law that required at least a two-thirds shareholder vote to remove directors.

Going forward, director removal will follow the company’s charter, which allows removal with a simple majority of all votes entitled to be cast. The board approved this change after shareholders supported a “Simple Majority Vote” proposal at the 2025 annual meeting.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Articles Supplementary, Maryland General Corporation Law, Section 3-804(a), director removal, +1 more

5 terms

Articles Supplementary regulatory

"On and effective March 31, 2026, Alexandria Real Estate Equities, Inc. filed Articles Supplementary"

Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.

Maryland General Corporation Law regulatory

"the Company’s election to opt out of Section 3-804(a) of the Maryland General Corporation Law"

A body of state law that sets the rules for creating, running and changing corporations incorporated in Maryland, covering things like how boards are organized, the legal duties of officers and directors, shareholder voting, mergers and dissolutions. Investors care because it shapes their rights and protections and the process for major corporate actions — like a rulebook that determines how decisions are made and disputes are resolved.

Section 3-804(a) regulatory

"opt out of Section 3-804(a) of the Maryland General Corporation Law"

director removal financial

"Director removal is now governed by the Company’s charter"

Simple Majority Vote financial

"following the stockholder approval of a “Simple Majority Vote” proposal at the 2025 Annual Meeting"

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Understanding 8-K Material Events →

03/31/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): March 31, 2026

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-12993

95-4502084

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

26 North Euclid Avenue Pasadena, California		91101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (626) 578-0777

N/A

(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:

¨	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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	ARE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective March 31, 2026, Alexandria Real Estate Equities, Inc. (“Alexandria,” or the “Company”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland.

The Articles Supplementary reflect the Company’s election to opt out (the “opt out”) of Section 3-804(a) of the Maryland General Corporation Law (“MGCL”), the statutory provision that requires the affirmative vote of at least two-thirds of all of the votes entitled to be cast by stockholders generally in the election of directors to remove directors. As a result of the opt-out, the Company is no longer subject to the two-thirds director-removal voting requirement under MGCL Section 3-804(a). Director removal is now governed by the Company’s charter, which provides for the removal of directors by the affirmative vote of a majority of all votes entitled to be cast on the matter.

The Articles Supplementary were approved by the Company’s Board of Directors on March 30, 2026, following the stockholder approval of a “Simple Majority Vote” proposal at the 2025 Annual Meeting of Stockholders.

The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 hereto.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

3.1

Articles Supplementary, dated March 31, 2026, relating to Subtitle 8 of Title 3 of the Maryland General Corporation Law.

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ALEXANDRIA REAL ESTATE EQUITIES, INC.

March 31, 2026	By:	/s/ Marc E. Binda
		Marc E. Binda
		Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did ARE implement regarding director removal?

Alexandria Real Estate Equities, Inc. shifted director removal from a two-thirds vote requirement under Maryland law to a simple majority standard in its charter, making it easier for shareholders to remove directors if they choose.

How did Alexandria Real Estate (ARE) change its relationship to Maryland law?

The company filed Articles Supplementary to opt out of Section 3-804(a) of the Maryland General Corporation Law, which had required a two-thirds vote to remove directors. Director removal is now governed solely by the company’s charter.

What voting standard now applies to removing directors at ARE?

Directors at Alexandria Real Estate Equities, Inc. can now be removed by the affirmative vote of a majority of all votes entitled to be cast on the matter, replacing the previous two-thirds voting threshold under Maryland law.

Did ARE shareholders have input on the director removal change?

Yes. The board approved the Articles Supplementary after shareholders supported a “Simple Majority Vote” proposal at the 2025 annual meeting, aligning the company’s governance with that prior stockholder approval.

What are Articles Supplementary in the context of ARE’s filing?

Articles Supplementary are documents filed with Maryland’s State Department of Assessments and Taxation to modify certain corporate provisions. Alexandria used them to formalize its opt-out from the Maryland two-thirds director-removal rule.

Filing Exhibits & Attachments

4 documents