ASTRONICS CORPORATION (NASDAQ:ATRO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 21, 2018, the Board of Directors of Astronics Corporation (the "Corporation") adopted an Amendment (the "Amendment") to the By-Laws of the Corporation (the "By-Laws"). The Amendment, which is effective immediately, added the following language to the By-Laws as a new Article XIV:
ARTICLE XIV
EXCLUSIVE FORUM
Sec. 1. EXCLUSIVE FORUM. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising to any provision of the New York Business Corporation Law or the Certificate of Incorporation or these By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine, shall be a state court located within the County of Erie in the State of New York (or, if no state court located within the County of Erie in the State of New York has jurisdiction, the U.S. District Court for the Western District of New York (Buffalo Division)).
The Amendment to the By-Laws is set forth in Exhibit 3.1 hereto and is incorporated herein by reference.
On September25, 2018, Astronics Corporation announced a 15% stock distribution of Class B Stock to holders of both Common and Class B Stock.Stockholders will receive three shares of Class B Stock for every twenty shares of Common and Class B Stock held on the record date of October12, 2018.Fractional shares will be paid in cash.The Company expects the new shares to be distributed on or about October22, 2018.
The text of the press release announcing the stock distribution is furnished as Exhibit 99.1 to this report.
|
Item 5.03 |
Financial Statements and Exhibits. |
3.1Amendment to By-Laws of Astronics Corporation September 21, 2018
99.1Press Release of Astronics Corporation dated September25, 2018
ASTRONICS CORP ExhibitEX-3.1 2 ex31amdbylaws.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENT TO THE BY-LAWS OF ASTRONICS CORPORATION The By-Laws of Astronics Corporation are hereby amended,…To view the full exhibit click here
About ASTRONICS CORPORATION (NASDAQ:ATRO)
Astronics Corporation is a supplier of products to the aerospace, defense, electronics and semiconductor industries. The Company’s products and services include electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, aircraft structures, systems certification and automated test systems. The Company operates through two segments: Aerospace and Test Systems. The Company’s Aerospace segment designs and manufactures products for the global aerospace industry. Its product lines include lighting and safety systems, electrical power generation, distribution and motions systems, aircraft structures, avionics products, systems certification and other products. The Company’s Test Systems segment designs, develops, manufactures and maintains automated test systems that support the semiconductor, aerospace, communications and weapons test systems, as well as training and simulation devices for both commercial and military applications.
