SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2019
YRC Worldwide Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
10990 Roe Avenue
Overland Park, Kansas 66211
(Address of principal executive office) (Zip Code)
(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:
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
Name of each exchange
on which registered
Common Stock, $0.01 par value
|YRCW||The NASDAQ Stock Market LLC|
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 July 29, 2019, the Board of Directors (the Board) of YRC Worldwide Inc. (the Company) approved an amendment to the Companys By-Laws to change the standard for uncontested director elections from a plurality voting standard to a majority vote standard. The amended By-Laws require that, in uncontested elections, directors be elected only if the number of votes which are cast for his or her election exceed the number of votes which are cast against his or her election. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy. Our director resignation policy requires each incumbent nominee for the Board who does not receive the requisite majority vote in an uncontested election to promptly tender his or her resignation following certification of the stockholder vote. Our Board will then decide whether to accept the resignation, based on the recommendation of the Boards Governance Committee, within 90 days following the date of the stockholders meeting at which the election occurred and will disclose its determination and, in the event it takes any action other than acceptance of the resignation, its rationale, in a filing with the Securities and Exchange Commission. A plurality voting standard remains applicable to any election in which the number of director nominees is greater than the number of director positions open for election.
The foregoing summary is qualified in its entirety by reference to the complete text of the Companys Amendment to Amended and Restated By-Laws, as adopted and effective on July 29, 2019, a copy of which is filed herewith as Exhibit 3.1 and incorporated in this Item 5.03 by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
|3.1||Amendment to Amended and Restated By-Laws, as adopted and effective on July 29, 2019.|
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 thereunto duly authorized.
|YRC WORLDWIDE INC.|
|By:||/s/ James A. Fry|
James A. Fry
Vice President, General Counsel and Secretary
Date: August 2, 2019
AMENDED AND RESTATED BYLAWS
YRC WORLDWIDE INC.
This Amendment to the Amended and Restated Bylaws (adopted as of September 16, 2011) (the Bylaws) of YRC Worldwide Inc., a Delaware corporation, is made as of this 29th day of July, 2019. Any capitalized terms used but not otherwise defined herein shall have the meaning given to it in the Bylaws.
1. Article II, Section 2.5, clause (d) of the Bylaws is hereby deleted in its entirety and replaced with the following:
(d) Required Vote. Subject to the rights of the holders of one or more series of preferred stock of the Corporation (Preferred Stock), voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. For purposes of the foregoing sentence, a majority of votes cast shall mean that the number of votes cast for a directors election exceeds the number of votes cast against that directors election. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an election where the number of nominees is less than or equal to the number of directors to be elected, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy. All other matters shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.
2. Except as hereby amended, the Bylaws shall in all other respects remain in full force and effect.