ACCO Acco Brands Corporation

 

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): December 05, 2022

 

 

ACCO BRANDS Corp

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-08454	36-2704017
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Four Corporate Drive
Lake Zurich, Illinois				60047
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (847) 541-9500

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ACCO		New York Stock Exchange

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. ☐

 

 

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

Effective December 5, 2022, the Board of Directors (the “Board”) of ACCO Brands Corporation (the “Company”), approved the amendment and restatement of the Company’s By-laws, as amended (the “By-laws”), effective immediately. Among other things, the amendments effected by the By-laws:

 

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address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;

•

enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional information about the ownership of securities;

•

adopt a majority of the votes on the matter cast voting standard, such that abstentions and broker non-votes have no effect on the vote; and

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adopt an exclusive forum provision designating U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended, and further enable the Company to initiate an action against a stockholder to enforce the exclusive forum requirements should the stockholder sue, or threaten to sue, in another jurisdiction.

 

The By-laws also include certain technical, conforming, modernizing and clarifying changes. The foregoing description is qualified in its entirety by the By-laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Item 9.01	Exhibits.
(d) Exhibits
Exhibit	Description
3.1	Amended and Restated By-laws of ACCO Brands Corporation, effective as of December 5, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

 

 

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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 hereunto duly authorized.

			ACCO Brands Corporation
Date:	December 7, 2022	By:	/s/ Pamela R. Schneider
			Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary

 

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