HUNTINGTON BANCSHARES INCORPORATED (NASDAQ:HBAN) 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.
On January 18, 2019, Huntington Bancshares Incorporated, a Maryland corporation (the “Corporation”), filed articles supplementary (the “Articles Supplementary”) to its charter (the “Charter”) with the State Department of Assessments and Taxation of Maryland (the “Maryland Department”). The Articles Supplementary reclassified all 6,000 authorized and unissued shares of Series A Preferred Stock as authorized but unissued shares of Serial Preferred Stock without designation, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of undesignated Serial Preferred Stock as set forth in the Charter. The Articles Supplementary became effective upon the acceptance of the Articles Supplementary for record by the Maryland Department. Upon the effectiveness of the Articles Supplementary on January 18, 2019, the Corporation filed articles of restatement with the Maryland Department to restate the Charter to include all provisions of the Charter then in effect (the “Articles of Restatement”). There were no substantive changes to the Charter as restated in the Articles of Restatement.
The foregoing description of the Articles Supplementary and the Articles of Restatement is qualified in its entirety by reference to the full text of the Articles Supplementary and the Articles of Restatement, which are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On and effective January 16, 2019, the Board of Directors (the “Board”) amended and restated the Corporation’s Bylaws. The following is a summary of changes effected by the adoption of the amended and restated Bylaws (the “Amended Bylaws”), which is qualified in its entirety by reference to the full text of the Amended Bylaws, which are filed as Exhibit 3.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Article I, Section 1.04 (Notice): The Amended Bylaws clarify that notice may be provided by electronic transmission.
Article I, Section 1.09 (Organization and Conduct of Stockholders Meetings): The Amended Bylaws add, inter alia, the power of the chairman of the meeting to determine (a) when to announce voting results and (b) conclude, recess or adjourn the meeting, whether or not a quorum is present.
Article II, Section 2.02 (Numbers of Directors): The Amended Bylaws provide that in the event of a vacancy, the size of the Board will automatically be decreased by one.
Article VIII (Indemnification): The Amended Bylaws specifically note that director and officer indemnification and expense advance rights include expenses relating to being a witness in a proceeding.
Item 5.03 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 – Articles Supplementary of the Company filed on January18, 2019 with the State Department of Assessments and Taxation of Maryland reclassifying 6,000 shares of SeriesA Non-Cumulative Perpetual Convertible Preferred Stock.
Exhibit 3.2 – Articles of Restatement of the Company filed on January18, 2019 with the State Department of Assessments and Taxation of Maryland.
Exhibit 3.3 – Huntington Bancshares Incorporated Bylaws, amended and restated as of January 16, 2019.
EXHIBIT INDEX
HUNTINGTON BANCSHARES INC/MD Exhibit
EX-3.1 2 hban-2019x01x16x8kxex31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1HUNTINGTON BANCSHARES INCORPORATEDARTICLES SUPPLEMENTARYHuntington Bancshares Incorporated.,…
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About HUNTINGTON BANCSHARES INCORPORATED (NASDAQ:HBAN)
Huntington Bancshares Incorporated is a diversified regional bank holding company. Through its subsidiaries, including its bank subsidiary, The Huntington National Bank (the Bank), the Company is engaged in providing commercial, small business, consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, customized insurance programs, and other financial products and services. It operates through five segments: Retail and Business Banking, Commercial Banking, Automobile Finance and Commercial Real Estate, Regional Banking and The Huntington Private Client Group, and Home Lending. The Company offers commercial and industrial loans, commercial real estate loans, automobile loans, home equity loans, residential mortgage loans and other consumer loans. It offers demand deposits-noninterest-bearing, demand deposits-interest-bearing, money market deposits, and savings and other domestic deposits.
