Hurco Companies, Inc. (NASDAQ:HURC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On November 16, 2017, the Board of Directors (the “Board”) of Hurco Companies, Inc. (the “Company”) approved and adopted amendments to the Amended and Restated By-laws of the Company, which amendments were effective immediately. The amendments were adopted principally to implement a “plurality-plus” policy related to the election of the Company’s directors. While the Company’s directors will continue to be elected by a plurality of the votes cast, the amendments to the Amended and Restated By-laws will require any incumbent director nominee who does not receive more “for” votes than “withhold” votes in an uncontested election to tender his or her resignation as a director to the Board, subject to acceptance by the Board. The Nominating and Governance Committee of the Board will consider any resignation tendered under this policy and will recommend to the Board whether to accept or reject it, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, within 90 days following the certification of the shareholder direction election at issue, and will promptly issue a press release regarding its decision. If the resignation is not accepted, the director shall continue to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or unless he or she is removed, resigns, dies or becomes so incapacitated he or she can no longer perform any of his or her duties as a director.
The other amendments to the Amended and Restated By-laws were made to reflect: (i) the name of the current registered agent of the Company; and (ii) the current number of directors of the Company, which number may be increased or decreased from time to time.
This summary is not intended to be complete and is qualified in its entirety by reference to the Company’s Amended and Restated By-laws, as amended, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A marked copy of the Company’s Amended and Restated By-laws, showing the amendments adopted on November 16, 2017, is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On November 17, 2017, the Company issued a press release announcing payment of a cash dividend of $0.10 per share of common stock.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
EXHIBIT INDEX
HURCO COMPANIES INC ExhibitEX-3.1 2 tv479849_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF HURCO COMPANIES,…To view the full exhibit click here
About Hurco Companies, Inc. (NASDAQ:HURC)
Hurco Companies, Inc. is an industrial technology company. The Company designs, manufactures and sells computerized (Computer Numeric Control (CNC)) machine tools, consisting primarily of vertical machining centers (mills) and turning centers (lathes). It operates in the industrial automation equipment segment. It designs and produces interactive computer control systems and software, computerized machine tools, and machine tool components and accessories for sale through its own distribution network to the metal working market. Its product lines include Hurco Brand of CNC Machine Tools, Milltronics Brand of CNC Machine Tools, Takumi Brand of CNC Machine Tools, Hurco Computer Control Systems and Software and LCM Machine Tool Components and Accessories. It has three brands of CNC machine tools in its product portfolio: Hurco, Milltronics and Takumi. In addition, through LCM Precision Technology S.r.l. (LCM), the Company produces machine tool components and accessories.
