UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 18, 2023, the Board of Directors (the “Board”) of Montauk Renewables, Inc. (the “Company”) approved the Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws reduces or removes from the advance notice bylaw certain informational requirements regarding a proposing person including: disclosure regarding ownership interests or derivative instruments or short positions held in competitors; the full notional amount underlying any derivative security that constitutes a call equivalent position with respect to any shares of the Company held or maintained by such proposing person; and reduces the scope of the definition of “derivative security” for purposes of derivative instrument disclosure.
The Amended and Restated Bylaws also amends or removes certain provisions related to stockholder proposals and director nominations, including the authority of the Secretary of the Company, the Board, or any committee of the Board to: request additional information or written verification to demonstrate the accuracy of previously-provided information with respect to proposing stockholders, proposed nominees, and proposed business; and request written supplements to previously provided information.
The Amended and Restated Bylaws also removes from the definition of “Nominating Person” and “Proposing Person” any person “acting in concert” with a stockholder or beneficial owner(s).
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws, as adopted on October 18, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
SIGNATURES
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.
| MONTAUK RENEWABLES, INC. | ||||||
| Date: October 19, 2023 | By: | /s/ John Ciroli | ||||
| Name: | John Ciroli | |||||
| Title: | Chief Legal Officer and Secretary | |||||