LIBERTY TAX, INC. (NASDAQ:TAX) 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. |
At the 2018 Annual Meeting of Stockholders of Liberty Tax, Inc. (the “Company”) held on December 13, 2018 (the “Annual Meeting”), the Company’s stockholders adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) in order to (i) remove certain obsolete provisions contained in the Company’s Amended and Restated Certificate of Incorporation and (ii) add a new Article IX providing that, with certain exceptions, the sole and exclusive forum for certain actions shall be the Court of Chancery of the State of Delaware. The Amended and Restated Certificate was previously approved by the Company’s Board of Directors, subject to adoption by the Company’s stockholders at the Annual Meeting. The Amended and Restated Certificate became effective upon acceptance of the filing by the Secretary of State of the State of Delaware on December 18, 2018.
The description of the foregoing Amended and Restated Certificate is qualified in its entirety by reference to the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
| (a) |
As noted above, the Annual Meeting was held on December 13, 2018. |
| (b) |
A quorum of the Company’s Class A common shares was present for the Annual Meeting, and the voting results of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. |
| 1) |
Each of the following nominees for director was elected by the holders of the Company’s Class A Common Stock to serve until the next annual meeting of stockholders or until a respective successor is elected and qualified: |
| Director Name |
Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes |
| Matthew Avril |
7,874,258 |
7,894 |
|
3,804,755 |
| Patrick A. Cozza |
6,015,101 |
1,867,051 |
|
3,804,755 |
| Thomas Herskovits |
6,003,091 |
1,879,061 |
|
3,804,755 |
| Brian R. Kahn |
7,874,118 |
8,034 |
|
3,804,755 |
| Andrew M. Laurence |
7,874,258 |
7,894 |
|
3,804,755 |
| Lawrence Miller |
6,015,001 |
1,867,151 |
|
3,804,755 |
| G. William Minner, Jr. |
6,015,221 |
1,866,931 |
|
3,804,755 |
| Bryant R. Riley |
7,844,387 |
37,765 |
|
3,804,755 |
| Kenneth M. Young |
7,802,764 |
79,388 |
|
3,804,755 |
| 2) |
The proposal for the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year endingApril 30,2019 was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 11,683,650 |
1,978 |
1,279 |
|
|
| 3) |
The proposal for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 7,764,615 |
93,432 |
24,105 |
3,804,755 |
| 4) |
Stockholders selected, in an advisory and non-binding vote, the option of one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers: |
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 7,734,686 |
11,958 |
126,561 |
8,947 |
3,804,755 |
In light of the stockholder vote on Proposal 4, and consistent with the recommendation of the Company’s Board of Directors with respect to Proposal 4, the Company will include an advisory and non-binding stockholder vote on the compensation of the Company’s named executive officers in its proxy materials once every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
| 5) |
The proposal to approve and adopt the Amended and Restated Certificate was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 7,232,254 |
635,892 |
14,006 |
3,804,755 |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Liberty Tax, Inc. Exhibit
EX-3.1 2 exh_31.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIBERTY TAX,…
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About LIBERTY TAX, INC. (NASDAQ:TAX)
Liberty Tax, Inc. is the holding company for JTH Tax, Inc. The Company is a provider of tax preparation services. The Company provides retail federal and state income tax preparation services and related tax settlement products in the United States and Canada. The Company’s tax preparation services and related tax settlement products are offered primarily through franchised locations. All of the Company’s offices are operated under the Liberty Tax Service and SiempreTax+ brands. The Company also provides an online digital Do-It-Yourself (DIY) tax program in the United States. The Company offers two types of tax settlement financial products: refund transfer products, which include providing a means by which a customer receives his or her refund, and refund-based loans. The Company’s LibTax software allows tax customers to have their federal and state income tax returns filed electronically.