SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SPEEDWAY MOTORSPORTS, INC. (NYSE:TRK) 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; Change in Fiscal Year.

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Effective February 12, 2019, the Board of Directors of Speedway Motorsports, Inc. (the “Company”), in accordance with Article 7 of the Bylaws of the Company, as amended (the “Bylaws”), adopted Amendment No. 2 to the Bylaws of Speedway Motorsports, Inc. (“Amendment No. 2”). Amendment No. 2 amends Section 2.06 of the Bylaws to change the method of election of directors to the Company’s Board of Directors, which was previously a plurality of votes cast standard. As amended, Section 2.06 of the Bylaws requires that in an uncontested election a director nominee must receive an affirmative majority of the votes cast by shares entitled to vote on such matter. to Amendment No. 2, a “majority of the votes cast” means that the number of votes cast “for” such nominee must exceed the number of votes cast “against” such nominee. In the event a director nominee who is an existing director does not receive a majority of the votes cast, such director shall promptly tender his resignation to the Board of Directors for consideration. If the Board of Directors declines such resignation, the Company will publicly disclose the Board of Director’s reason for declining the resignation. A plurality of votes cast standard shall be required for election to the Board of Directors in a contested election.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the text of Amendment No. 2, which is included as Exhibit 3.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EX-3.1 2 ex_134967.htm EXHIBIT 3.1 ex_134967.htm   Exhibit 3.1     AMENDMENT NO. 2 TO THE BYLAWS OF SPEEDWAY MOTORSPORTS,…
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Speedway Motorsports, Inc. is engaged in promoting, marketing and sponsoring motorsports activities in the United States. The Company also provides event and non-event souvenir merchandising and distribution services, and food, beverage and hospitality catering services through its subsidiary, SMISC Holdings, Inc. It provides radio programming, production and distribution; distributes wholesale and retail motorsports, and other sports-related souvenir merchandise and apparel, and manufactures and distributes smaller-scale, modified racing cars and parts. Its segments are motorsports event related and all other. The motorsports event related segment includes admissions, event related, NASCAR broadcasting and event motorsports merchandising activities. The all other segment includes SMIP subsidiary non-event motorsports and non-motorsports merchandising, Legend Cars non-event merchandising and sanctioning body activities, and Oil-Chem Research Corporation micro-lubricant activities.

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