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): August 14, 2007
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
0-3576
(Commission File Number)
58-0869052
(IRS Employer Identification Number)
191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 407-1000
Not applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a regular meeting of the Board of Directors (the “Board”) of Cousins Properties
Incorporated (the “Company”) held on August 14, 2007, the Board voted to amend and restate the
Company’s bylaws, (the “Bylaws” and as amended and restated, the “Amended Bylaws”) effective
immediately. The Bylaws were amended and restated. The changes to the Bylaws are summarized as follows:
Article I, Section 2: “Special Meeting; Call and Notice of Meetings.” This section
was amended to clarify the instances in which specific information must be (i) delivered to
shareholders prior to their execution of a meeting notice waiver or (ii) specifically waived by
shareholders.
Article I, Section 4: “Proxies.” This section was amended to reflect all available
methods to execute proxies permitted by the Georgia Business Corporation Code, including for
example by electronic transmission.
Article I, Section 6: “Shareholder Proposals and Nominations.” A new section was
added to the Bylaws to require shareholder proposals and director nominees be submitted to the
Company not less than 90 nor more than 120 days prior to the anniversary date of the preceding
year’s annual meeting of shareholders. The new section also includes the specific requirements for
the contents of such shareholder notices.
Article II, Section 1: “Power of Directors.” This section was amended to clarify that
the business and affairs of the Corporation shall be managed under the direction of the Board.
Article II, Section 2: “Composition of the Board.” This section was amended to remove
language from the Bylaws that directed the Company’s shareholders to fix the number of directors to
be elected at each annual meeting. This amendment does not affect the shareholders’ general right
to fix the number of directors at any time.
Article II, Section 4: “Quorum; Vote Requirement.” This section was amended to
clarify that a majority of the number of directors last fixed by the Board may constitute a quorum.
In addition, the Amended Bylaws clarify that the Board may act only when a quorum is present (and
may not act if the Board is reduced to less than a quorum during the course of meeting).
Article II, Section 6: “Committees.” This section was amended to update the current
Board committee structure described in the Bylaws. In addition, the Board amended the Bylaws to
clarify that a committee of the Board (if authorized by the Board) may amend the Company’s articles
of incorporation to fix the designations, preferences, limitations, and relative rights of shares
of stock.
Article III: “Officers.” This article was amended to reflect the Company’s current
executive officer structure and to provide the Board with the option of filling certain offices.
Article III, Section 11: “Compensation.” This section was amended to provide that the
compensation of the Company’s officers will be fixed in accordance with the charter of the
Compensation, Succession, Nominating and Governance Committee (or any successor committee).
Article IV: “Stock.” This article was amended to give the Board the authority to
issue shares of stock in uncertificated form and to allow the transfer of uncertificated shares as
permitted by the Georgia Business Corporation Code.
In addition, non-substantive language, conforming changes and other technical edits and
updates were made in Article I, Section 2 “Special Meeting; Call and Notice of Meetings,” Article
II, Section 3 “Meetings of the Board; Notice of Meetings; Waiver of Notice,” Article II, Section 4
“Quorum; Vote Requirement,” Article III, Section 2 “Chairman of the Board of Directors,” Article
III, Section 9 “Other Duties and Authority,” Article V, Section 2 “Contracts and Deeds” and Article
VI “Indemnity.”