Current Report Filing (8-k)
February 24 2020 - 4:17PM
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): February 18, 2020
Pyxus International, Inc.
(Exact name of Registrant, as specified in its charter)
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Virginia
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001-13684
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54-1746567
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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8001 Aerial Center Parkway
Morrisville, North Carolina 27560-8417
(Address of principal executive offices, including zip code)
(919) 379-4300
(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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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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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 (no par value)
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PYX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On February 19, 2020, Daniel A. Castle resigned as a director of
Pyxus International, Inc. (the Company).
On February 18, 2020, Bryan T. Mazur, who has served as Executive Vice
President of the Companys Global Specialty Products business unit, was notified of his termination of employment as a result of his position being eliminated. The termination is effective as of March 31, 2020.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Following Mr. Castles resignation as a director of the Company as described in Item 5.02 hereof, on February 19, 2020, the
Board of Directors of the Company approved an amendment to the Companys bylaws to reduce the size of the Board of Directors from eleven to ten. Such amendment was effective on February 19, 2020 and is set forth in amended and restated
bylaws approved by the Board of Directors of the Company on that date. The Companys amended and restated bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On February 24, 2020, the Company issued a press release announcing Mr. Castles resignation as a director and related matters,
which press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by
reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference therein.
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.
Date: February 24, 2020
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PYXUS INTERNATIONAL, INC.
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By:
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/s/ William L. OQuinn, Jr.
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William L. OQuinn, Jr.
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Senior Vice President Chief Legal
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Officer and Secretary
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