CSS Industries, Inc. (NYSE:CSS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
paragraph (b) of Section 3.04 of our bylaws to adopt a majority
voting standard for uncontested director elections. As amended,
our bylaws now provide that in any election for directors in
which the number of nominees for director does not exceed the
number of directors to be elected (an Uncontested Election),
directors shall be elected by a majority of the votes cast with
respect to that director, either in person or by proxy. Further,
the amendment provides that a vote of a majority of the votes
cast means that the number of shares voted for a director must
exceed 50% of the votes cast with respect to that director.
directors by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the
election of directors. Under our bylaws, as amended, the
foregoing plurality vote standard continues to apply in any
director election that is not an Uncontested Election.
of our bylaws to provide that the bylaw provision containing the
aforementioned voting standards for director elections may be
altered, amended or repealed only by action of our stockholders.
Prior to the amendment, our Board and our stockholders each had
authority to alter, amend and repeal the bylaw provision
containing the voting standards for director elections.
resignation policy and amended our Corporate Governance
Principles to include such policy: An incumbent Director who does
not receive the requisite affirmative majority of the votes cast
for his or her re-election in any Uncontested Election (as
defined in the Companys Bylaws) for the Board must submit to the
Board his or her offer to resign, which offer shall be
irrevocable pending Board action. Within ninety (90) days
following certification of the stockholder vote, the independent
members of the Board (excluding the nominee in question if
applicable) shall make a determination as to whether to accept
the directors resignation.
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Exhibit No.
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Description
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3.1
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Amendment to bylaws of CSS Industries, Inc. adopted
March 21, 2017. |
About CSS Industries, Inc. (NYSE:CSS)
CSS Industries, Inc. is a consumer products company, which is engaged in the design, manufacture, procurement, distribution and sale of non-durable all occasion and seasonal social expression products, principally to mass market retailers in the United States and Canada. The Company’s occasion and seasonal products include classroom exchange Valentines, infant products, journals, buttons, gift wrap, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, stationery and other items. Its Christmas products include decorative ribbons and bows, boxed greeting cards, gift tags, gift bags, gift boxes, gift card holders, tissue paper and decorations. Valentine product offerings include classroom exchange Valentine cards and other related Valentine products, while its Easter product offerings include Dudley’s brand of Easter egg dyes and related Easter seasonal products. Its brands include Paper Magic, Berwick, Offray and others. CSS Industries, Inc. (NYSE:CSS) Recent Trading Information
CSS Industries, Inc. (NYSE:CSS) closed its last trading session up +0.60 at 24.95 with 32,977 shares trading hands.
