THERMON GROUP HOLDINGS, INC. (NYSE:THR) 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 |
Group Holdings, Inc. (the “Company”) adopted the Second Amended
and Restated Bylaws (the “Bylaws”) to implement “proxy access.”
and permits a stockholder, or group of up to twenty (20)
stockholders, owning an aggregate of three percent (3%) or more of
the Company’s outstanding common stock continuously for at least
three (3) years to nominate director candidates for inclusion in
the Company’s proxy materials for an annual meeting of
stockholders constituting up to the greater of (i) twenty percent
(20%) of the Board or (ii) two individuals; provided the
stockholder(s) and the nominee(s) satisfy the requirements
specified in the Bylaws.
each individual nominated for election as a director to submit an
irrevocable resignation that becomes effective upon a determination
by a majority of the remaining directors that information provided
to the Company to the Bylaws was untrue in any material respect or
omitted to state a material fact, or (ii) such individual, or any
stockholder or group of stockholders who nominated such individual,
shall have breached any obligations owed to the Company under the
Bylaws.
the proxy access provision. The Bylaws are effective immediately,
with proxy access first becoming available to stockholders in
connection with the Company’s 2018 annual meeting of stockholders.
to the full text of the Bylaws, a copy of which is attached as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated
into this filing by reference.
|
Item 9.01
|
Financial Statements and Exhibits
|
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
Second Amended and Restated Bylaws of Thermon Group
Holdings, Inc., effective June 15, 2017 |
About THERMON GROUP HOLDINGS, INC. (NYSE:THR)
Thermon Group Holdings, Inc. is a provider of engineered thermal solutions for process industries. The Company operates through four segments based on four geographic countries or regions: United States, Canada, Europe and Asia. Its product portfolio includes self-regulating and power limiting heating cables, which change heat output as pipe temperature changes, as well as constant wattage heating cables; mineral insulated (MI) cable; skin effect trace heater; heat traced tube bundles for environmental gas sampling systems; heat transfer compounds and steam tracers for steam tracing solutions; control and monitoring systems for electric tracing of pipes, tanks, hoppers and instrument sampling systems; turnkey solutions that provide solutions for heat tracing, including design, optimization, installation and ongoing maintenance; products and services, such as heating, sensing, monitoring, controlling and calibration tools, and temporary electric power distribution and lighting products.
