Current Report Filing (8-k)
March 12 2018 - 4:14PM
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): March 7, 2018
CITRIX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-27084
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75-2275152
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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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851 West Cypress Creek Road
Fort Lauderdale, Florida
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33309
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (954)
267-3000
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 (see General Instructions A.2.):
☐
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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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act or Rule
12b-2
of the Exchange Act.
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
March 7, 2018, the Board of Directors (the Board) of Citrix Systems, Inc. (the Company) amended and restated the Companys
by-laws
(the Restated
By-laws)
to implement proxy access. The Restated
By-laws
became effective immediately upon adoption by the Board as described below.
The Restated
By-laws
include a new Section 1.11 that permits a stockholder (or a group of up to
twenty stockholders) owning at least three percent of the Companys outstanding shares of common stock continuously for at least three years to nominate and include in the Companys annual meeting proxy materials director nominees
constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the Restated
By-laws.
The Restated
By-laws
also include other changes to the provisions in Section 1.10 to account for
proxy access, changes to Sections 2.10 and 5.3 to further modernize certain notice provisions, and a number of other conforming changes.
The foregoing description is qualified in its entirety by reference to the text of the Restated
By-laws,
which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CITRIX SYSTEMS, INC.
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Date: March 12, 2018
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By:
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/s/ Antonio G. Gomes
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Name:
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Antonio G. Gomes
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Title:
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Senior Vice President and General Counsel
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