DREW INDUSTRIES INCORPORATED (NASDAQ:DW) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year |
On December 16, 2016, Drew Industries Incorporated (the Company)
filed an amendment to its Restated Certificate of Incorporation
to change the Companys name to LCI Industries. The change of name
was authorized by the Board of Directors of the Company on
December 16, 2016, and will be effective on December 30, 2016.
filed an amendment to its Restated Certificate of Incorporation
to change the Companys name to LCI Industries. The change of name
was authorized by the Board of Directors of the Company on
December 16, 2016, and will be effective on December 30, 2016.
The foregoing description of the amendment to the Companys
Restated Certificate of Incorporation does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment to the Companys
Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on December 16, 2016, a copy of
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Restated Certificate of Incorporation does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment to the Companys
Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on December 16, 2016, a copy of
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Also on December 16, 2016, the Board of Directors approved an
amendment and restatement of the Companys bylaws, to be effective
upon the effective date of the Companys name change.
amendment and restatement of the Companys bylaws, to be effective
upon the effective date of the Companys name change.
In addition to reflecting the change in corporate name, the
bylaws have been updated in several areas to conform to current
provisions of the Delaware General Corporation Law (DGCL) and the
Companys Restated Certificate of Incorporation.
bylaws have been updated in several areas to conform to current
provisions of the Delaware General Corporation Law (DGCL) and the
Companys Restated Certificate of Incorporation.
Section 1.1 of the bylaws, as amended, eliminates the requirement
under the current bylaws that the annual meeting of stockholders
be held within thirteen months of the previous annual meeting.
Section 211 of the DGCL provides stockholders the right to
petition the Delaware Court of Chancery to order a corporation to
hold its annual meeting of stockholders if the corporation has
not held such a meeting within thirteen months.
under the current bylaws that the annual meeting of stockholders
be held within thirteen months of the previous annual meeting.
Section 211 of the DGCL provides stockholders the right to
petition the Delaware Court of Chancery to order a corporation to
hold its annual meeting of stockholders if the corporation has
not held such a meeting within thirteen months.
Section 1.2 of the bylaws, as amended, provides that special
meetings of stockholders may be called by the Board or by the
Chief Executive Officer or by the Board upon the written request
of a majority of the stockholders entitled to vote, as permitted
by the Companys Restated Certificate of Incorporation. Section
1.2 requires that stockholders requesting that a special meeting
be held submit a notice containing (i) a statement of the purpose
of the meeting, (ii) information about the stockholder(s)
requesting the meeting, (iii) certain information otherwise
required under the Corporations advance notice bylaw, (iv) an
acknowledgment that any reduction in the amount of shares held by
such stockholders between the date of the request and the special
meeting shall be deemed to be withdrawn from the request for
purposes of determining whether the majority threshold has been
met, and (v) documentary evidence regarding the number of shares
held by the requesting stockholder(s). Section 1.2 also provides
that a special meeting requested by the stockholders must be held
within 90 days of receipt of the valid request, subject to
certain exceptions. Prior to the amendment, the Companys bylaws
provided that only the Board may call special meetings.
meetings of stockholders may be called by the Board or by the
Chief Executive Officer or by the Board upon the written request
of a majority of the stockholders entitled to vote, as permitted
by the Companys Restated Certificate of Incorporation. Section
1.2 requires that stockholders requesting that a special meeting
be held submit a notice containing (i) a statement of the purpose
of the meeting, (ii) information about the stockholder(s)
requesting the meeting, (iii) certain information otherwise
required under the Corporations advance notice bylaw, (iv) an
acknowledgment that any reduction in the amount of shares held by
such stockholders between the date of the request and the special
meeting shall be deemed to be withdrawn from the request for
purposes of determining whether the majority threshold has been
met, and (v) documentary evidence regarding the number of shares
held by the requesting stockholder(s). Section 1.2 also provides
that a special meeting requested by the stockholders must be held
within 90 days of receipt of the valid request, subject to
certain exceptions. Prior to the amendment, the Companys bylaws
provided that only the Board may call special meetings.
Section 1.7 of the bylaws, as amended, clarifies that the
Corporations voting standard required to approve general matters
brought before a meeting of stockholders (i.e., items other than
the election of directors and matters for which the Corporations
certificate of incorporation, the DGCL, or the rules or
regulations of any stock exchange applicable to the Corporation
prescribe a specific vote) is the affirmative vote of the holders
of majority in voting power of the shares of
Corporations voting standard required to approve general matters
brought before a meeting of stockholders (i.e., items other than
the election of directors and matters for which the Corporations
certificate of incorporation, the DGCL, or the rules or
regulations of any stock exchange applicable to the Corporation
prescribe a specific vote) is the affirmative vote of the holders
of majority in voting power of the shares of
/div>
stock of the Corporation which are present in person or by
proxy and entitled to vote. The bylaws, prior to the amendment,
provided that such matters will be decided by a majority vote.
proxy and entitled to vote. The bylaws, prior to the amendment,
provided that such matters will be decided by a majority vote.
Section 1.8 of the bylaws, as amended, updates the Corporations
record date procedures to mirror the provisions under the DGCL
applicable to fixing a record date for stockholder meetings and
other actions (other than action by written consent). Record
date procedures for action by written consent are provided in
Section 1.10 of the bylaws, as amended.
record date procedures to mirror the provisions under the DGCL
applicable to fixing a record date for stockholder meetings and
other actions (other than action by written consent). Record
date procedures for action by written consent are provided in
Section 1.10 of the bylaws, as amended.
Section 1.10 of the bylaws, as amended, provides that
stockholders seeking to act by written consent in lieu of a
meeting must first request that the Board fix a record date for
determining stockholders entitled to act by written consent.
The bylaws, as amended, also provide a procedure for the
ministerial review by an independent inspector of any consents
(or related revocations) received by the Corporation.
stockholders seeking to act by written consent in lieu of a
meeting must first request that the Board fix a record date for
determining stockholders entitled to act by written consent.
The bylaws, as amended, also provide a procedure for the
ministerial review by an independent inspector of any consents
(or related revocations) received by the Corporation.
Section 1.13 of the bylaws, as amended updates the advance
notice requirements of the current bylaws. Section 1.13
requires stockholders intending to submit proposals or
nominations at a meeting of stockholders to provide the
Corporation with advance notice thereof, including information
regarding the stockholder proposing the business or nomination
as well as information regarding the proposed business or
nominee (including, among other things, representations with
respect to whether the stockholder intends to solicit proxies
in favor of the proposal or nomination, details regarding the
stockholders interests in the Corporation, etc.).
notice requirements of the current bylaws. Section 1.13
requires stockholders intending to submit proposals or
nominations at a meeting of stockholders to provide the
Corporation with advance notice thereof, including information
regarding the stockholder proposing the business or nomination
as well as information regarding the proposed business or
nominee (including, among other things, representations with
respect to whether the stockholder intends to solicit proxies
in favor of the proposal or nomination, details regarding the
stockholders interests in the Corporation, etc.).
Section 2.1 of the bylaws, as amended, has been conformed to
Article FIFTH, Section A of the Restated Certificate of
Incorporation, which provides that the Board shall consist of
not less than three nor more than twelve persons. Section 2.4
of the bylaws, as amended, reduces the notice required for
holding a special meeting of the Board from two days to 24-hour
notice.
Article FIFTH, Section A of the Restated Certificate of
Incorporation, which provides that the Board shall consist of
not less than three nor more than twelve persons. Section 2.4
of the bylaws, as amended, reduces the notice required for
holding a special meeting of the Board from two days to 24-hour
notice.
Article III of the bylaws, as amended, updates the procedures
related to committees of the Board in order to give the Board
maximum flexibility when establishing Board committees.
related to committees of the Board in order to give the Board
maximum flexibility when establishing Board committees.
Article V of the bylaws, as amended, updates the procedures
related to stock certificates to reflect the current provisions
of the DGCL.
related to stock certificates to reflect the current provisions
of the DGCL.
Section 7.7 of the bylaws, as amended, implements a forum
selection provision. Section 7.7 provides that, unless the
Corporation consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of
Delaware shall be the sole and exclusive forum in which certain
types of litigation can be brought against the Corporation.
Section 7.7 addresses four areas of stockholder litigation
related to the internal affairs of the Corporation: derivative
actions, actions asserting breaches of fiduciary duty, actions
asserting claims relating to any provision of the DGCL and
actions asserting claims governed by the internal affairs
doctrine.
selection provision. Section 7.7 provides that, unless the
Corporation consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of
Delaware shall be the sole and exclusive forum in which certain
types of litigation can be brought against the Corporation.
Section 7.7 addresses four areas of stockholder litigation
related to the internal affairs of the Corporation: derivative
actions, actions asserting breaches of fiduciary duty, actions
asserting claims relating to any provision of the DGCL and
actions asserting claims governed by the internal affairs
doctrine.
The foregoing description of the amendment and restatement of
the Companys bylaws does not purport to be complete or
summarize minor or technical differences and is qualified in
its entirety by reference to the full text of the Amended and
Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto
and incorporated herein by reference.
the Companys bylaws does not purport to be complete or
summarize minor or technical differences and is qualified in
its entirety by reference to the full text of the Amended and
Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto
and incorporated herein by reference.
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Item 8.01 Other Events
>On December 19, 2016, the Company issued a press release
announcing that effective December 30, 2016, the Companys
name will change to LCI Industries and the trading symbol of
the Companys common stock on the New York Stock Exchange will
change from DW to LCII upon the commencement of trading on
January 3, 2017. Stockholders will not need to exchange their
stock certificates in connection with the change of the
Companys name or trading symbol. A copy of the press release
is attached hereto as Exhibit 99.1.
announcing that effective December 30, 2016, the Companys
name will change to LCI Industries and the trading symbol of
the Companys common stock on the New York Stock Exchange will
change from DW to LCII upon the commencement of trading on
January 3, 2017. Stockholders will not need to exchange their
stock certificates in connection with the change of the
Companys name or trading symbol. A copy of the press release
is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits
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Exhibits
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3.1
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Certificate of Amendment of Restated Certificate of
Incorporation of the Company, effective December 30, 2016 |
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3.2
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Amended and Restated Bylaws of the Company, effective
December 30, 2016 |
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99.1
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Press release, dated December 19, 2016
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About DREW INDUSTRIES INCORPORATED (NASDAQ:DW)
