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
Date of Report (Date of earliest event reported):
August 3, 2023 (
(Exact name of registrant as specified in its charter)
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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. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 2, 2023, the Board of Directors (the “Board”) of Embecta Corp. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendments (a) revise Article II, Sections 2(a) and 3(c) with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (b) incorporate ministerial, clarifying and conforming changes.
The Bylaws, along with a copy marked to show changes from the prior Bylaws (with deletions indicated by strikeouts and additions indicated by underlining), are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively. The foregoing summary is qualified in its entirety by the Bylaws 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
The following is furnished as an exhibit to this report:
3.1 | Amended and Restated Bylaws of Embecta Corp., as amended and restated, effective August 2, 2023 |
3.2 | Amended and Restated Bylaws of Embecta Corp., as amended and restated, effective August 2, 2023, marked to show amendments |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: August 3, 2023 | EMBECTA CORP. |
By: | /s/ Jeff Mann | |
Jeff Mann | ||
Senior Vice President, General Counsel, Head of | ||
Business Development and Corporate Secretary |