Current Report Filing (8-k)
August 02 2019 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2019
YRC Worldwide Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-12255
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48-0948788
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10990 Roe Avenue
Overland Park, Kansas 66211
(Address of principal executive office) (Zip Code)
(913)
696-6100
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
per share
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YRCW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 29, 2019, the Board of Directors (the Board) of YRC Worldwide Inc. (the Company) approved an amendment to
the Companys
By-Laws
to change the standard for uncontested director elections from a plurality voting standard to a majority vote standard. The amended
By-Laws
require that, in uncontested elections, directors be elected only if the number of votes which are cast for his or her election exceed the number of votes which are cast against his or her election. In the event that a
director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy. Our director
resignation policy requires each incumbent nominee for the Board who does not receive the requisite majority vote in an uncontested election to promptly tender his or her resignation following certification of the stockholder vote. Our Board will
then decide whether to accept the resignation, based on the recommendation of the Boards Governance Committee, within 90 days following the date of the stockholders meeting at which the election occurred and will disclose its
determination and, in the event it takes any action other than acceptance of the resignation, its rationale, in a filing with the Securities and Exchange Commission. A plurality voting standard remains applicable to any election in which the number
of director nominees is greater than the number of director positions open for election.
The foregoing summary is qualified in its
entirety by reference to the complete text of the Companys Amendment to Amended and Restated
By-Laws,
as adopted and effective on July 29, 2019, a copy of which is filed herewith as Exhibit 3.1 and
incorporated in this Item 5.03 by reference.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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YRC WORLDWIDE INC.
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By:
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/s/ James A. Fry
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James A. Fry
Vice President, General Counsel
and Secretary
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Date: August 2, 2019
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