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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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 11, 2023, Agilysys, Inc. (the “Company”), filed a certificate of amendment (the “Charter Amendment”) to its Certificate of Incorporation to (i) provide exculpation from liability for certain officers of the Company from certain claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company and (ii) make certain non-substantive changes to the phrasing of the existing exculpatory provisions for directors, in conformance with contemporary norms for peer corporations incorporated in the State of Delaware. The Charter Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval, and was subsequently approved by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders on August 21, 2023.
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
The following items are filed as exhibits to this current report on Form 8-K:
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Description of Exhibit |
3.1 |
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3.2 |
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Certificate of Amendment to Certificate of Incorporation of Agilysys, Inc. |
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104 |
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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.
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AGILYSYS, INC. |
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Date: |
September 13, 2023 |
By: |
/s/ Kyle C. Badger |
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Kyle C. Badger |
Exhibit 3.2
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
AGILYSYS, INC.
Agilysys, Inc. (the “Corporation”), a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
“ARTICLE VII – LIMITATION OF DIRECTOR AND OFFICER LIABILITY
Section 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of (a) a director or officer for any breach of the director's or officer’s duty of loyalty to the Corporation or its stockholders, (b) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a director under Section 174 of the DGCL, (d) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (e) an officer in any action by or in the right of the Corporation. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Kyle C. Badger, its Senior Vice President, General Counsel and Secretary, this 11th day of September, 2023.
AGILYSYS, INC.
By: |
/s/ Kyle C. Badger |
Name: |
Kyle C. Badger |
Title: |
Senior Vice President, General Counsel and Secretary |
Document And Entity Information |
Sep. 11, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Current Fiscal Year End Date | --03-31 |
| Document Period End Date | Sep. 11, 2023 |
| Entity Registrant Name | AGILYSYS, INC. |
| Entity Central Index Key | 0000078749 |
| Entity Emerging Growth Company | false |
| Securities Act File Number | 000-5734 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 34-0907152 |
| Entity Address, Address Line One | 3655 Brookside Parkway |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Alpharetta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30022 |
| City Area Code | 770 |
| Local Phone Number | 810-7800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, without par value |
| Trading Symbol | AGYS |
| Security Exchange Name | NASDAQ |