Current Report Filing (8-k)
September 28 2022 - 04:21PM
Edgar (US Regulatory)
0001091883false12/3100010918832022-09-222022-09-22
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
September 22, 2022
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14962 |
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04-3477276 |
(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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30 CORPORATE DRIVE, SUITE
200 |
Burlington, |
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MA
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01803-4238 |
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(Address of principal executive offices) |
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(Zip Code) |
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(781) 270-1200
(Registrant’s 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:
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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 |
Common stock, par value $0.01 per share |
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CIR |
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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. ☐
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 22, 2022, the board of directors (the “Board”) of
CIRCOR International, Inc. (the “Company”) approved an amendment
and restatement of the Company’s Third Amended and Restated By-Laws
(as so amended and restated, the “Fourth Amended and Restated
By-Laws”). The Fourth Amended and Restated By-Laws, which were
effective upon adoption by the Board, include the following
changes:
a.Modifying
the provision relating to adjournment procedures to reflect recent
amendments to the Delaware General Corporation Law (the “DGCL”)
(Section 5 of Article I);
b.Modifying
the provision relating to lists of stockholders entitled to vote at
stockholder meetings to reflect recent amendments to the DGCL
(Section 9 of Article I); and
c.Updating
provisions with respect to stockholder nominations of directors for
election in light of the universal proxy rules adopted by the
Securities and Exchange Commission
(Section 3 of Article I).
The Fourth Amended and Restated By-Laws also include certain
technical, conforming and clarifying changes. The foregoing
description of the Fourth Amended and Restated By-Laws is qualified
in its entirety by reference to the full text of the Fourth Amended
and Restated By-Laws, a copy of which is attached hereto as Exhibit
3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Fourth Amended and Restated By-Laws of CIRCOR International,
Inc.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase
Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase
Document
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101.LAB
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Inline XBRL Taxonomy Extension Labels Linkbase
Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document
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104
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Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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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.
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CIRCOR INTERNATIONAL, INC.
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September 28, 2022
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/s/ Jessica W. Wenzell
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Jessica W. Wenzell
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General Counsel & Chief People Officer
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