PCM, Inc. (NASDAQ:PCMI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September 10, 2018, the Board of Directors (the “Board”) of PCM, Inc. (the “Company”) approved a new form of Indemnification Agreement (the “Amended and Restated Indemnification Agreement”) to be entered into with the Company’s officers and directors. to the Amended and Restated Indemnification Agreements, the Company agrees to indemnify and advance expenses and costs incurred by each indemnitee in connection with any threatened, pending or completed action, suit, proceeding, or alternative dispute resolution mechanism arising as a result of his or her service as a director or officer, to the fullest extent permitted by the laws of the State of Delaware. Among other things, the revisions to the form clarify the scope of the Company’s indemnification obligations and clarify the scope of the indemnified party’s rights. The Amended and Restated Indemnification Agreements also establish various related procedures, processes and requirements.
The foregoing description of the form of Amended and Restated Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Amended and Restated Indemnification Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 10, 2018, the Board approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to make revisions to Article IX of the Bylaws, which provides for indemnification of officers, directors and certain agents. The amendments generally include (i) a narrowed class of individuals required to be indemnified by the Company, (ii) clarifications on rights to advancement of expenses of former officers and directors, and (iii) clarifications on certain procedures and presumptions with respect to the enforcement of indemnification rights. The amendments to the Bylaws were effective upon approval by the Board. As permitted under Bylaws, the Company has purchased directors’ and officers’ insurance to support the Company’s indemnification obligations.
The foregoing description of the does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, along with a copy marked to show changes from the prior Bylaws, filed herewith as Exhibits 3.1 and 3.2, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
PCM, INC. ExhibitEX-3.1 2 ex3-1.htm EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PCM,…To view the full exhibit click here
About PCM, Inc. (NASDAQ:PCMI)
PCM, Inc. is engaged in providing technology products, services and solutions through direct marketing channels, and owned and operated data centers. The Company offers technology products, solutions and other consumer products. Its segments include Commercial, Public Sector, MacMall, Canada, and Corporate & Other. The Commercial segment sells complex products, services and solutions to commercial businesses in the United States. The Public Sector segment consists of sales made primarily to federal, state and local governments, as well as educational institutions. The MacMall segment consists of sales made through telephone and the Internet to consumers, small businesses and creative professionals. The Canada segment consists of sales made to customers in the Canadian market. The Company sells its products primarily to customers in the United States and Canada, and maintains offices throughout the United States and Canada, as well as in Montreal, Canada and Manila, Philippines.