National Beverage Corp. (NASDAQ:FIZZ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

National Beverage Corp. (NASDAQ:FIZZ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

National Beverage Corp. (NASDAQ:FIZZ) 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.

Effective July 20, 2018, National Beverage Corp. (the “Company”) amended and restated its By-Laws (the “Amendment”). The Amendment was unanimously approved by the Board of Directors of the Company on May 14, 2018, contingent upon the Company’s amended and restated certificate of incorporation (the “Charter”) becoming effective. The amended Charter became effective when it was filed with the Delaware Secretary of State on July 20, 2018.

The By-Laws were amended to (i) add procedures for stockholder proposals at annual meetings, (ii) add procedures for submission of information by director nominees at meetings of the stockholders, (iii) add procedures for electronic communication with stockholders, (iv) clarify voting procedures and the duties of the inspectors for meetings of the stockholders, (v) clarify that all matters voted on at meetings of the stockholders shall be by a majority of the votes present, (vi) add procedures for the promulgation of rules for meetings of the stockholders, (vii) allow a majority of directors to call a special meeting of the Board, (viii) add procedures for meetings of the Board to include electronic communications, (ix) clarify the composition and duties of Board committees, (x) add waiver of notice under the By-Laws to electronic communications, (xi) add provisions for uncertificated shares, (xii) clarify the procedures regarding the fixing of the record date for corporate actions, (xiii) add a provision for forum selection for internal claims in Delaware, (xiv) add a provision allowing the amendment of the By-Laws to the provisions of Delaware law, and (xv) make updates to conform with the current provisions of Delaware law and with the Charter, as amended. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the text of the Amendment, which is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EX-3.2 2 ex_118096.htm EXHIBIT 3.2 ex_118096.htm Exhibit 3.2   AMENDED AND RESTATED BY-LAWS OF NATIONAL BEVERAGE CORP.     ARTICLE I OFFICES   Section 1.1     Registered Office. The registered office of National Beverage Corp. (the “Corporation”) and the name of its registered agent at such address shall be as set forth in the Certificate of Incorporation from time to time.   Section 1.2     Other Offices. The Corporation may also have offices and places of business at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.   ARTICLE II MEETINGS OF STOCKHOLDERS   Section 2.1     Place of Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place within or without the State of Delaware as shall be fixed by the Board of Directors,…
To view the full exhibit click here

About National Beverage Corp. (NASDAQ:FIZZ)

National Beverage Corp. is a holding company. The Company develops, produces, markets and sells a diverse portfolio of flavored beverage products primarily in North America. The Company’s brands consist of beverages geared to the active and health-conscious consumer (Power+ Brands), including sparkling waters, energy drinks and juices, and carbonated soft drinks in a range of flavors, including regular, sugar-free and reduced calorie options. In addition, the Company produces soft drinks for certain retailers, such as allied brands. The Company’s portfolio of Power+ Brands includes LaCroix, LaCroix Curate, LaCroix NiCola and Shasta sparkling water products; Rip It energy drinks and shots, and Everfresh, Everfresh Premier Varietals and Mr. Pure juice and juice-based products. The Company’s carbonated soft drinks include Shasta and Faygo, iconic brands. The Company had, as of April 30, 2016, 12 production facilities located near metropolitan markets across the continental United States.