Current Report Filing (8-k)

Date: February 19, 2021

RESIDEO TECHNOLOGIES, INC.

/s/ Jeannine J. Lane

Jeannine J. Lane

Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

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, 2021

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38635

82-5318796

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


901 E 6^th Street, Austin, Texas		78702
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 726-3500

(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:

☐	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:

Title of each class:

Trading

Symbol:

Name of each exchange

on which registered:

Common Stock, par value $0.001 per share

REZI

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 February 18, 2021, the Board of Directors of Resideo Technologies, Inc. (the “Company”) amended and restated the Company’s Amended and Restated By-laws (the “Restated By-laws”) to provide stockholders a right to call a special meeting. Amended Section 2.3 of the Restated By-laws permits a stockholder, or a group of stockholders, owning a twenty-five percent (25%) or more “net long position,” as defined in the Restated By-laws, of the Company’s outstanding stock for at least 30 days, to call a special meeting of stockholders, provided that such stockholder(s) satisfy the requirements set forth in the Restated By-laws. The full text of the Restated By-laws is included as Exhibit 3.1.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


3.1		Amended and Restated By-laws of Resideo Technologies, Inc.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

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.