Lumber Liquidators Holdings, Inc. (NYSE:LL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


Lumber Liquidators Holdings, Inc. (NYSE:LL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


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

a modification to Article II, Section 1 to provide that each
director is expected to attend the annual meeting of
stockholders in person;
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;
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
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;
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;
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;
the establishment of a Compliance and Regulatory Affairs
Committee of the Board in Article III, Section 8;
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;
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
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:

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;
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;
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;
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;
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)
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.