wsc-20221027


Delaware	001-37552	82-3430194
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:

☐ 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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	WSC	The Nasdaq Capital Markets
Warrants to purchase common stock(1)	WSCTW	OTC Markets Group Inc.

(1) Issued in connection with the registrant’s acquisition of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise price of $15.50 per share.

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).

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.

On October 27, 2022, the board of directors of WillScot Mobile Mini Holdings Corp. (the “Company”) adopted amended and restated bylaws (the “Fifth Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:

•Modify provisions related to procedures for adjournment of meetings of stockholders and lists of stockholders entitled to vote at stockholders meetings, in each case to be consistent with amendments to the Delaware General Corporation Law (the “DGCL”);

•Amend notice provisions to be consistent with amendments to the DGCL relating to electronic transmission of notices to stockholders; and

•Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) made in connection with annual and special meetings of stockholders, primarily addressing matters relating to Rule 14a-19 under the Exchange Act.

The foregoing summary of the amendments effected by the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference


Exhibit No.			Exhibit Description
3.1			Fifth Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp. (as amended on October 27, 2022).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	WillScot Mobile Mini Holdings Corp.

Dated: November 2, 2022	By:	/s/ Hezron Timothy Lopez
		Name: Hezron Timothy Lopez
		Title: Executive Vice President, Chief Legal & Compliance Officer & ESG


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


			Item 9.01			Financial Statements and Exhibits