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 3.03. Material Modification to Rights of Security Holders.
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Atlas Technical Consultants, Inc. (the “Company”), held on June 9, 2022, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders voted on and approved the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter” and as amended and restated to date, the “Third Amended and Restated Certificate of Incorporation”) to, among other items, eliminate the supermajority voting requirements to amend the Charter and the Company’s Amended and Restated Bylaws (the “Bylaws”).
The Charter was amended to also allow the following: (i) permitting the Secretary of the Company to call a special meeting of stockholders at the request of the holder of record of a majority of the outstanding shares of capital stock; (ii) permitting any action required or permitted to be taken by the stockholders of the Company to be effected by written consent, without a meeting, without prior notice and without a vote of the stockholders of the Company, if such consent is in writing and signed by the holder(s) of record of a majority of the outstanding shares of capital stock; and (iii) permitting a director to be removed without cause upon (a) the affirmative vote of the holders of record of a majority of the outstanding shares of capital stock entitled to vote generally for the election of directors acting at a meeting of the stockholders and (b) by written consent in accordance with the General Corporation Law of the State of Delaware and the Bylaws.
The Third Amended and Restated Certificate of Incorporation became effective on June 21, 2022, upon filing with the Secretary of State of the State of Delaware.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 3.03, on June 21, 2022, the Company filed the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
As previously disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2022, the Board approved the amendment and restatement of the Company’s Bylaws, which became effective concurrently with the effectiveness of the Third Amended and Restated Certificate of Incorporation. The Bylaws were amended and restated to remove the supermajority voting requirements from the Bylaws and replace them with a standard requiring the affirmative vote of a majority of the votes cast and entitled to vote.
The foregoing descriptions of the Third Amended and Restated Certificate of Incorporation and the Bylaws are qualified, in their entirety, by the full text of the Third Amended and Restated Certificate of Incorporation and Bylaws, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Atlas Technical Consultants, Inc. | |
| 3.2 | Amended and Restated Bylaws of Atlas Technical Consultants, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| ATLAS TECHNICAL CONSULTANTS, INC. | |||
| Dated: June 22, 2022 | By: | /s/ L. Joe Boyer | |
| Name: | L. Joe Boyer | ||
| Title: | Chief Executive Officer | ||
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