Spectrum Brands Holdings, Inc. filed 8-K on Fri, May 17

Spectrum Brands Holdings, Inc. filed 8-K with SEC. Read ‘s full filing at 000095014219001108.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the ‘Board’) of Spectrum Brands Holdings, Inc., a Delaware corporation (the ‘Company’), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices. Pursuant to this new voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a ‘majority of the votes cast’ means that the number of shares voted ‘for’ a director must exceed the number of shares voted ‘against’ that director and abstentions and broker non-votes are not counted as ‘votes cast.’ This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes ‘against’ than votes ‘for’ his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (‘NCG Committee’). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed. In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders. The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.   The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.     Item 9.01. Financial Statements and Exhibits.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the ‘Board’) of Spectrum Brands Holdings, Inc., a Delaware corporation (the ‘Company’), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices. Pursuant to this new voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a ‘majority of the votes cast’ means that the number of shares voted ‘for’ a director must exceed the number of shares voted ‘against’ that director and abstentions and broker non-votes are not counted as ‘votes cast.’ This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes ‘against’ than votes ‘for’ his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (‘NCG Committee’). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed. In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders. The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.   The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.     Item 9.01. Financial Statements and Exhibits.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the ‘Board’) of Spectrum Brands Holdings, Inc., a Delaware corporation (the ‘Company’), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices. Pursuant to this new voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a ‘majority of the votes cast’ means that the number of shares voted ‘for’ a director must exceed the number of shares voted ‘against’ that director and abstentions and broker non-votes are not counted as ‘votes cast.’ This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes ‘against’ than votes ‘for’ his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (‘NCG Committee’). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed. In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders. The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.   The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the ‘Board’) of Spectrum Brands Holdings, Inc., a Delaware corporation (the ‘Company’), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices. Pursuant to this new voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a ‘majority of the votes cast’ means that the number of shares voted ‘for’ a director must exceed the number of shares voted ‘against’ that director and abstentions and broker non-votes are not counted as ‘votes cast.’ This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes ‘against’ than votes ‘for’ his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (‘NCG Committee’). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed. In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders. The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.   The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the ‘Board’) of Spectrum Brands Holdings, Inc., a Delaware corporation (the ‘Company’), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices.

This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes ‘against’ than votes ‘for’ his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (‘NCG Committee’). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed.

In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders.

The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.

The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

(d) Exhibits     3.1 Third Restated By-Laws of Spectrum Brands Holdings, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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