UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws
On February 1, 2024, the Board of Directors (the “Board”) of YETI Holdings, Inc. (the “Company”) amended and restated the Company’s amended and restated bylaws (the “Bylaws”), effective immediately, to, among other things:
| · | incorporate the universal proxy rules adopted by the U.S. Securities and Exchange Commission into the advance notice provisions applicable to director nominations by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
| · | with respect to proposed business at a meeting of stockholders, including the nomination of directors: (i) provide that the number of nominees a stockholder may nominate for election at a meeting of stockholders may not exceed the number of directors to be elected at such meeting; (ii) require the completion of a questionnaire with respect to a nominee’s background information; (iii) permit the Board to require any proposed nominee for election to submit to interviews with the Board; (iv) require the proposing or nominating stockholder to represent that it will notify the Company in writing of updates to specified information submitted in its notice to the Company by no later than the close of business on the fifth business day following the record date for determination of stockholders entitled to vote at the meeting; and (v) require that all notices, documents or other information required to be delivered pursuant to the advance notice provisions be delivered in writing to the Company’s principal executive offices; |
| · | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; |
| · | address procedural matters in light of recent amendments to the Delaware General Corporation Law, including revisions relating to adjournment procedures for meetings of stockholders and eliminating the requirement to make a list of stockholders entitled to vote available for examination at stockholder meetings; |
| · | adopt an exclusive forum provision designating the U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended; and |
| · | make various other technical, conforming, and clarifying changes. |
The Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| No. | Description | |
| 3.1 | Amended and Restated Bylaws of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| YETI Holdings, Inc. | ||
| Date: February 7, 2024 | By: | /s/ Bryan C. Barksdale |
| Bryan C. Barksdale | ||
| Senior Vice President, General Counsel and Secretary | ||