FlexShopper, Inc. (NASDAQ:FPAY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On March 1, 2018, the board of directors of FlexShopper, Inc., a Delaware corporation (the “Company”), approved an amendment to and restatement of the Company’s bylaws then in effect (the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws amend and restate in their entirety the Company’s bylaws to, among other things:
| · | amend Article 2, Section 2.04 to require the affirmative vote of a majority of votes cast on a matter for shareholder action; |
| · | include a new provision clarifying that directors are elected by a plurality of stockholder votes; |
| · | amend Article 2, Section 2.07 to provide that the presence of holders of one-third in voting power of outstanding shares of the Company’s stock constitutes a quorum at stockholder meetings; |
| · | include a new provision addressing the process for the resignation of directors; |
| · | amend Article 2, Section 2.13 to modify the requirements for any stockholder to bring a matter before a stockholder meeting, including requiring certain information to be provided, and that notice of such matters be submitted not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting; |
| · | amend Article 2, Section 2.04 to modify the requirements for calling special meetings of stockholders; |
| · | include a new provision which, unless the Company consents in writing, establishes certain Delaware courts as the exclusive forum for certain types of claims involving the Company; and |
| · | make other technical amendments, including to conform to developments in Delaware law. |
The foregoing summary is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
| 3.1 | Amended and Restated Bylaws of FlexShopper, Inc., dated March 1, 2018 |
FlexShopper, Inc. ExhibitEX-3.1 2 f8k030118_ex3-1flexshopper.htm AMENDED AND RESTATED BYLAWS OF FLEXSHOPPER,…To view the full exhibit click here
About FlexShopper, Inc. (NASDAQ:FPAY)
FlexShopper, Inc. is a holding company. The Company, through FlexShopper, LLC (FlexShopper), is engaged in the business of providing certain types of durable goods to consumers on a lease-to-own basis and providing lease-to-own (LTO) terms to consumers of third-party retailers and e-tailers. FlexShopper and its online LTO products provide consumers the ability to acquire durable goods, including electronics, computers and furniture on a payment, lease basis. Concurrently, FlexShopper’s model provides e-tailers and retailers an opportunity to upturn their sales by utilizing FlexShopper’s online channels to connect with consumers that want to acquire products on an LTO basis. FlexShopper processes LTO transactions using its LTO Engine. The LTO Engine is FlexShopper’s technology that automates the process of consumers receiving spending limits and entering into leases for durable goods within a few minutes. FlexShopper owns two subsidiaries: FlexShopper 1, LLC and FlexShopper 2, LLC.
