Lumber Liquidators Holdings, Inc. (NYSE:LL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 1, 2016, the Board of Directors (Board) of Lumber
Liquidators Holdings, Inc. (the Company) adopted and approved
amendments to the Companys bylaws. The following amendments
include certain corporate governance changes required to the
terms of the previously-announced definitive settlement
agreement, dated July 18, 2016 and approved by the court on
November 17, 2016, with the lead plaintiff in the consolidated
derivative action, In re Lumber Liquidators Holdings, Inc.
Shareholder Derivative Litigation (the Derivative
Litigation):
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a modification to Article II, Section 1 to provide that each director is expected to attend the annual meeting of stockholders in person; |
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modifications to Article II, Section 9(a), regarding the conduct of stockholder meetings, to provide that polls shall remain open at an annual meeting until all agenda items have been discussed and that stockholders shall have the right to ask questions, both orally and in writing, and receive answers and discussion from the Chief Executive Officer and the Board, regardless of whether questions have been submitted in advance; |
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the addition of Article II, Section 18, which provides that the Company take certain procedural steps to evaluate stockholder proposals, including distribution of all proposals to the entire Board, discussion of proposals with certain proposing stockholders, recommendation by the Companys law department of whether such proposal should be included or excluded from the Companys proxy statement, review by the Board of any recommendations included in the Companys proxy statement and authorization for the Board to engage outside advisors in connection with stockholder proposals; |
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adoption of a requirement in Article III, Section 2 that any director who does not receive a majority vote to submit his or her resignation, subject to the Boards discretion to accept such resignation or retain the director; |
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modifications to Article III, Section 2 to provide that independent directors may sit on no more than two other boards of directors of publicly traded companies and that directors may not serve as board members for companies that directly compete with the Company; |
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an expanded description of the roles and responsibilities of the Chairperson of the Board in Article III, Section 6, including a requirement that the roles of Chief Executive Officer and Chairperson be separate and that the Chairperson be a fully independent director of the Board; |
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the establishment of a Compliance and Regulatory Affairs Committee of the Board in Article III, Section 8; |
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modifications to Article V, Section 8, regarding the Chief Executive Officer, to provide that the Chief Executive Officer may sit on no more than one other board of directors of a publicly-traded company; |
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the adoption of a provision in Article X, Section 5 limiting the use of corporate funds and other assets for governmental lobbying and political campaigns; and |
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the adoption of a provision in Article X, Section 7 providing that provisions of the Bylaws that are expressly prescribed in connection with the Derivative Litigation shall remain in effect for a period of five years from the date final judgment is entered in the Derivative Litigation. |
Among other immaterial revisions, the Board also adopted and
approved the following amendments:
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the addition of Article II, Section 9(d), which provides that if a stockholder does not appear at a stockholder meeting to present a nomination or item of business, such business shall not be transacted and such nomination shall be disregarded, regardless of whether proxies in respect of such vote have been received by the Company; |
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modifications of the advance notice requirements for stockholder submission of meeting proposals and director nominees in Article II, Section 17, including expanding the disclosure and representation requirements of proposing stockholders and stockholder nominees; |
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a provision in Article III, Section 6 providing that, in the event of the Chairpersons temporary absence or incapacity, the Board will appoint an independent director to preside as chairperson of shareholder meetings and of the Board; |
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modifications to Article V, Section 16 to provide that officers of the Company who serve on the Board shall not receive compensation for services in his or her capacity as a director, and that the independent directors of the Board or, if so authorized, the Compensation Committee of the Board, shall fix compensation of the Executive Officers, and modifications to Section 17 consistent with the foregoing; and |
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a modification to Article IX providing that directors and officers indemnification rights, including with regarding to the advancement of expenses, only pertains to expenses and fees actually and reasonably incurred. |
The foregoing description of the Companys bylaws, as amended and
restated by the Board, is qualified in its entirety by reference
to the full text of such amended and restated bylaws. A copy of
the amended and restated bylaws and a copy marked to show changes
are attached as Exhibits 3.1 and 3.2, respectively, and
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 |
Bylaws of Lumber Liquidators Holdings, Inc. (as revised effective December 1, 2016) |
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| 3.2 |
Bylaws of Lumber Liquidators Holdings, Inc. (as revised effective December 1, 2016) (marked) |
About Lumber Liquidators Holdings, Inc. (NYSE:LL)
Lumber Liquidators Holdings, Inc. (Lumber Liquidators) is a multi-channel specialty retailer of hardwood flooring, and hardwood flooring enhancements and accessories. The Company offers an assortment of exotic and domestic hardwood species, engineered hardwood, laminate and resilient vinyl flooring direct to the consumer. It also features the renewable flooring products, bamboo and cork, and provides a selection of flooring enhancements and accessories, including moldings, noise-reducing underlay, adhesives and flooring tools. The Company also provides in-home delivery and installation services to certain of its customers. Its product categories include Solid and Engineered Hardwood; Laminate; Bamboo, Cork and Vinyl Plank, and Moldings and Accessories. The Company sells its products primarily to homeowners or to contractors on behalf of homeowners. Lumber Liquidators operates over 375 stores located in over 50 states and Canada. It has over 370 the United States stores in operation. Lumber Liquidators Holdings, Inc. (NYSE:LL) Recent Trading Information
Lumber Liquidators Holdings, Inc. (NYSE:LL) closed its last trading session up +0.17 at 17.77 with 652,565 shares trading hands.
