Rite Aid Corporation (NYSE:RAD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
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Revisions to Article II, Sections 5 and 16 and Article III, Section 1 to provide that, to be eligible for election as a director, a person must deliver a written representation and agreement that he or she, among other things, (i) is not and will not become a party to any agreement or understanding as to how such nominee, if elected, will act or vote on any issue that has not been disclosed; (ii) is not and will not become a party to any agreement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed; (iii) has read and will comply with certain Company policies; and (iv) will make such other acknowledgments and agreements and provide such information as the Board requires (Article II, Section 5 (Nomination of Directors), Article II, Section 16 (Proxy Access) and Article III, Section 1 (Number an Election of Directors; Qualifications)); and |
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Revisions to Article II, Section 11 and Article V, Section 5 to provide that any stockholder of record seeking to have stockholders take action by written consent must request the Board to fix a record date to a request that includes, among other things, a reasonably brief description of the action, the reasons for taking such action and any material interest in such action of each stockholder making the request, the text of the resolutions or consent proposed to be acted upon and a reasonably detailed description of all agreements, arrangements and understandings between or among any of the stockholders making such request in connection with the request or such action, and the Board shall fix such record date within ten days after the date on which a proper request is received (Article II, Section 11 (Consent of Stockholders in Lieu of Meeting) and Article V, Section 5 (Record Date)); and |
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Certain ministerial changes throughout the By-Laws, including to remove references to dates that have already occurred and to provide that the president shall not be a required officer of the Company. |
The foregoing summary of the provisions of the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
Item 7.01.Regulation FD Disclosure.
On April 10, 2019, the Company issued a press release announcing that the Board determined to set a reverse stock split ratio of 1-for-20 for a reverse stock split of the Company’s outstanding shares of common stock, and a reduction in the number of authorized shares of the Company’s common stock by a corresponding ratio. The Company’s common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on April 22, 2019. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K.
The information (including Exhibit99.1) being furnished to this “Item 7.01 Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
RITE AID CORP Exhibit
EX-3.1 2 exh3_1.htm EXHIBIT 3.1 TO FORM 8-K Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF RITE AID CORPORATION As Amended through April 10,…
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About Rite Aid Corporation (NYSE:RAD)
Rite Aid Corporation is a retail drugstore chain. The Company’s segments include Retail Pharmacy and Pharmacy Services. The Company operates under The Rite Aid name. It operates approximately 4,560 stores in over 30 states across the country and in the District of Columbia. The Company’s Retail Pharmacy segment consists of Rite Aid stores, RediClinic and Health Dialog. It sells brand and generic prescription drugs, as well as an assortment of front-end products, including health and beauty aids, personal care products, seasonal merchandise, and a private brand product line. Its front-end products include over-the-counter medications, health and beauty aids, personal care items, cosmetics, household items, food and beverages, greeting cards, seasonal merchandise and numerous other everyday and convenience products. The Company’s Pharmacy Services segment consists of EnvisionRx, which provides a range of pharmacy benefit services.
