PGT Innovations, Inc. (NYSE:PGTI) 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 February27, 2017, the Board of Directors (the Board) of PGT
Innovations, Inc. (the Company), as part of its periodic review
of the Companys governing documents, unanimously approved the
Amended and Restated By-Laws of the Company (the Amended
By-Laws), which amended and restated the Companys Amended and
Restated By-Laws adopted as of June2, 2006, and most recently
amended as of December15, 2016 (the Prior By-Laws).
Among other things, including immaterial, conforming, and
technical changes, the Amended By-Laws provide for the following:
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clarification of the requirements applicable to stockholders that propose business to be brought before an annual meeting or make a director nomination at an annual meeting: |
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a stockholder submitting a stockholder proposal or nomination is required to appear at the Annual Meeting to present its proposal; |
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a stockholder submitting a stockholder proposal is required to provide additional information before such proposal can be brought before the meeting, including, among other things, the proposing stockholders derivative positions in the Company and any proxies or other arrangements with respect to such stockholders shares of Company stock; |
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a stockholder submitting a nomination is required to provide additional information before such nominee can be submitted for election at the meeting, including, among other things, the nominating stockholders and the nominees derivative positions in the Company, information about the proposed nominee set forth in a questionnaire prepared by the Company, any agreement related to the proposed nominees voting if elected to the Board and any arrangement with respect to the nominees compensation by third parties in connection with the directorship; and |
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a stockholder submitting a stockholder proposal or nomination is required to update and supplement its proposal or nomination notice with any new information up to and including the record date of the meeting; |
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clarification that compliance with the advance notice provisions alone is not sufficient to grant a stockholder the right to have its proposal or nomination included on the Companys proxy statement; |
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increasing the number of directors required to call a special meeting of the Board from two to a majority; |
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committees of the Board cannot be delegated authority to approve, adopt, or directly recommend to the stockholders anything required by the General Corporation Law of Delaware to be submitted to the stockholders for approval and cannot be delegated authority to make, adopt, amend, or repeal By-Laws; and |
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neither the Companys amended and restated certificate of incorporation nor the Companys By-Laws may eliminate or impair a directors or officers right to indemnification if the event or occurrence giving rise to the right has already occurred. |
In addition, the Amended By-Laws include an exclusive forum
provision, which provides that unless the Company consents in
writing to the selection of an alternative forum, the Court of
Chancery located within the State of Delaware (or, if the Court
of Chancery does not have jurisdiction, the federal district
court for the District of Delaware) shall be the sole and
exclusive forum for (i)any derivative action or proceeding
brought on behalf of the Company, (ii)any action asserting a
claim of breach of a fiduciary duty owed by any director or
officer or other employee of the Company to the Company or the
Companys stockholders, (iii)any action asserting a claim against
the Company or any director or officer or other employee of the
Company arising to any provision of the Delaware General
Corporation Law or the Companys amended and restated certificate
of incorporation or By-Laws, or (iv)any action asserting a claim
against the Company or any director or officer or other employee
of the Company governed by the internal affairs doctrine. Any
amendment to this exclusive forum provision by the stockholders
will require the affirmative vote of sixty-six and two-thirds
percent (66.67%)of the outstanding shares of capital stock
entitled to vote thereon.
The foregoing summary of the changes in the Amended By-Laws set
forth in this Item5.03 does not purport to be complete and is
qualified in its entirety by reference to the text of the Amended
By-Laws filed as Exhibit 3.1 hereto, and is incorporated herein
by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
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ExhibitNo. |
Description |
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| 3.1 | Amended and Restated By-Laws of PGT Innovations, Inc. |
About PGT Innovations, Inc. (NYSE:PGTI)
PGT Innovations, Inc., formerly PGT, Inc., is a manufacturer of impact-resistant windows and doors. The Company’s brands include CGI, PGT Windows + Doors and WinDoor. CGI serves residential and commercial markets in both new and existing construction. CGI manufacturing and delivery facilities are based in Miami, Florida. PGT Custom Windows + Doors is a manufacturer and supplier of residential impact-resistant glass products. The Company’s manufacturing, glass plant, and delivery facilities are located in North Venice, Florida. WinDoor serves five-star resorts, luxury high-rise condominiums and mansions along the United States coastline. WinDoor’s aluminum and vinyl products come in an array of expansive sizes, custom colors, and configurations. WinDoor manufacturing and delivery facilities are based in Orlando, Florida. PGT Innovations, Inc. (NYSE:PGTI) Recent Trading Information
PGT Innovations, Inc. (NYSE:PGTI) closed its last trading session down -0.10 at 10.20 with 483,619 shares trading hands.
