UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C. 20549 FORM 8-K Current Reprt Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f reprt (date f earliest event reprted): September 28, 2017 TAUBMAN CENTERS, INC. (Exact Name f Registrant as Specified in its Charter) Michigan (State f Other Jurisdictin f Incrpratin) 1-11530 38-2033632 (Cmmissin File Number) (I.R.S. Emplyer Identificatin N.) 200 East Lng Lake Rad, Suite 300, Blmfield Hills, Michigan 48304-2324 (Address f Principal Executive Office) (Zip Cde) Registrant s Telephne Number, Including Area Cde: (248) 258-6800 Nne (Frmer Name r Frmer Address, if Changed Since Last Reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins (See General Instructin A.2. belw): Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR 230.425) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( 230.405 f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( 240.12b-2 f this chapter). Emerging Grwth Cmpany If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act.
Item 5.03. Amendments t Articles f Incrpratin r Bylaws; Change in Fiscal Year. On September 28, 2017, the Bard f Directrs f Taubman Centers, Inc. (the Cmpany ) amended the Cmpany s Restated By-Laws (the By-Laws ) by adding a new Article X (the Amendment ), which prvides that unless the Cmpany cnsents in writing t the selectin f an alternative frum, the sle and exclusive frum fr (i) any derivative actin r prceeding brught n behalf f the Cmpany, (ii) any actin asserting a claim fr, r based n, a breach f a fiduciary duty wed by any current r frmer directr r fficer r ther emplyee r agent f the Cmpany t the Cmpany r t the Cmpany s sharehlders, including a claim alleging the aiding and abetting f such a breach f fiduciary duty, (iii) any actin asserting a claim against the Cmpany r any current r frmer directr r fficer r ther emplyee r agent f the Cmpany arising under any prvisin f the Michigan Business Crpratin Act, the Amended and Restated Articles f Incrpratin f the Cmpany r the By-Laws (as any f these may be amended frm time t time), r (iv) any actin asserting a claim related t, r invlving, the Cmpany r any current r frmer directr r fficer r ther emplyee r agent f the Cmpany gverned by the internal affairs dctrine, including any actin t interpret, apply, enfrce, r determine the validity f any prvisin f the Michigan Business Crpratin Act, the Amended and Restated Articles f Incrpratin f the Cmpany, r the By-Laws f (as any f these may be amended frm time t time) shall, in each case, be the state curts f Michigan, if n federal jurisdictin exists, r if federal jurisdictin ver such an actin r prceeding exists, the sle and exclusive frum fr the actin r prceeding shall be the United States District Curt fr the Eastern District f Michigan, Suthern Divisin. The Amendment is filed as Exhibit 3.1 t this reprt and is incrprated by reference herein. The freging summary f the Amendment is qualified in its entirety by reference t the full text f the By-Laws, as amended. Item 8.01. Other Events. The Cmpany cntinues t wrk tward fulfilling its previusly annunced gvernance cmmitments and has engaged the search firm Heidrick & Struggles in cnnectin with its bard refreshment prcess. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Descriptin 3.1 Amendment t the Restated By-Laws f Taubman Centers, Inc.
SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the Registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Date : September 28, 2017 TAUBMAN CENTERS, INC. By: /s/ Chris B. Heaphy Chris B. Heaphy Assistant Secretary
EXHIBIT INDEX Exhibit Descriptin 3.1 Amendment t the Restated By-Laws f Taubman Centers, Inc.
Exhibit 3.1 Amendment t the Restated By-Laws f Taubman Centers, Inc. The Restated By-Laws f Taubman Centers, Inc. are hereby amended, effective September 28, 2017, t add the fllwing new Article X: ARTICLE X Exclusive Frum fr Certain Disputes Unless the Crpratin cnsents in writing t the selectin f an alternative frum, the sle and exclusive frum fr (i) any derivative actin r prceeding brught n behalf f the Crpratin, (ii) any actin asserting a claim fr, r based n, a breach f a fiduciary duty wed by any current r frmer directr r fficer r ther emplyee r agent f the Crpratin t the Crpratin r t the Crpratin s sharehlders, including a claim alleging the aiding and abetting f such a breach f fiduciary duty, (iii) any actin asserting a claim against the Crpratin r any current r frmer directr r fficer r ther emplyee r agent f the Crpratin arising under any prvisin f the Michigan Business Crpratin Act, the Amended and Restated Articles f Incrpratin f Taubman Centers, Inc., r these Restated By-Laws f Taubman Centers, Inc. (as any f these may be amended frm time t time), r (iv) any actin asserting a claim related t, r invlving, the Crpratin r any current r frmer directr r fficer r ther emplyee r agent f the Crpratin that is gverned by the internal affairs dctrine, including any actin t interpret, apply, enfrce, r determine the validity f any prvisin f the Michigan Business Crpratin Act, the Amended and Restated Articles f Incrpratin f Taubman Centers, Inc., r these Restated By-Laws f Taubman Centers, Inc. (as any f these may be amended frm time t time), shall, in each case, (i) be the state curts f Michigan, if n federal jurisdictin exists, r (ii) if federal jurisdictin ver such an actin r prceeding exists, the sle and exclusive frum fr the actin r prceeding shall be the United States District Curt fr the Eastern District f Michigan, Suthern Divisin.