CTI INDUSTRIES CORPORATION (NASDAQ:CTIB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
| Amended and Restated By-Laws |
On March 16, 2017, the Board of Directors of the Corporation
approved the Corporations Amended and Restated By-Laws dated
March 16, 2017, in which several changes were made to the
previous By-Laws.
Notice Requirements. The Amended and Restated By-Laws
state the requirements for business to be brought before an
annual meeting. Among other things, a shareholder must give
written notice not less than 120 days nor more than 150 days
prior to the one-year anniversary of the date of mailing proxies
for the prior years annual meeting. The provision also delineates
the items to be included in the notice such as shareholders name,
number of shares owned and the description of the business as
would be required in a proxy statement.
Additionally, the Amended and Restated By-Laws also provide the
requirements for the calling of a special meeting, including
setting of a demand record date, the demand of the shareholders
holding no less than one-fifth of the outstanding stock of the
Corporation, and the agreement of such shareholders to pay the
cost of preparing and mailing the costs of such meeting,
including preparation of the proxy materials, except that if all
of the resolutions introduced are adopted, the soliciting
shareholders shall not be required to pay such costs.
Number of Directors. The Amended and Restated By-Laws also
change the number of directors from a fixed number to no fewer
than three (3) and no more than seven (7), and list the
requirements for a shareholder to nominate a person as director,
including notice requirements and information as to the nominee.
Other Relevant SEC Requirements. Compliance with the
advance notice requirement is necessary in order for a
shareholder to nominate a director or submit a proposal to be
considered at a shareholders meeting. In addition, Rule 14a-8(e)
under the Securities Exchange Act of 1934 imposes additional
requirements if a shareholder wants to have his or her proposal
included in the Corporations proxy statement.
Uncertificated Shares. The Amended and Restated By-Laws
contain a provision permitting uncertificated shares, whose
shareholders shall have the same rights as those holding
certificates.
Indemnification. The Amended and Restated By-Laws also
adopt the same indemnification provisions as to directors,
officers and employees consistent with those included in the
Corporations Restated Articles of Incorporation (incorporated by
reference to Exhibit A in the Corporations Schedule 14A
Definitive Statement for solicitation of written consent of
stockholders (File No. 000-23115) effective June 5, 2015).
The foregoing description of the Amended and Restated By-Laws
does not purport to be complete and is qualified in its entirety
by reference to the Amended and Restated By-Laws, which are
attached as an exhibit hereto and incorporated herein by
reference.
| Item 9.01 |
Financial Statements and Exhibits |
| (d) | Exhibit: |
| Exhibit No. | Description |
| 3.2 | Amended and Restated By-Laws of CTI Industries Corporation |
About CTI INDUSTRIES CORPORATION (NASDAQ:CTIB)
CTI Industries Corporation develops, produces and distributes various consumer products and sells these products throughout the United States and in over 35 other countries. The Company designs, manufactures and distributes film products. It is a developer of products, which employ flexible films, including balloons, pouches and rolls of film for vacuum sealing and storage of products in the home and films for commercial packaging applications. Its principal lines of products include Novelty Products, consisting of foil and latex balloons and other inflatable toy items, and also Candy Blossoms (small containers of arranged candy items, including a small inflated balloon); Vacuum Sealing Containers and Sealing Devices, which are for home and consumer use to vacuum seal, store and preserve food and personal items, and Flexible Films, for food and other commercial and packaging applications. CTI INDUSTRIES CORPORATION (NASDAQ:CTIB) Recent Trading Information
CTI INDUSTRIES CORPORATION (NASDAQ:CTIB) closed its last trading session up +0.03 at 6.00 with 9,069 shares trading hands.