UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 31, 2018
Luby’s, Inc.
(Exact name of registrant as specified in its charter)
Delaware                  001-8308                  74-1335253
(State or other jurisdiction of          (Commission File Number)     (IRS Employer Identification Number)
incorporation or organization)
13111 Northwest Freeway, Suite 600
Houston, Texas                                  77040
(Address of principal executive offices)                     (Zip Code)
(713) 329-6800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 q
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 August 31, 2018, the Board of Directors (the “Board”) of Luby’s, Inc. (the “Company”) approved, effective immediately, Amendment No. 2 (the “Amendment”) to Bylaws of the Company, as amended (the “Bylaws”). The Amendment amends Sections 1 and 2 of Article III of the Bylaws to delete references to the former classified structure of the Board and to reflect that, consistent with the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), directors of the Board are elected for one-year terms. The Amendment also further amends Section 2 of Article III of the Bylaws to delete a provision of the Bylaws that states that directors of the Board may be removed from office by stockholders of the Company only for cause. The removal of directors of the Board by stockholders of the Company remains subject to terms of the Amended and Restated Certificate which provide that “Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.”
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)      Exhibits . The following exhibit is filed herewith.
 
 
 
 
Amendment No. 2 to Bylaws of Luby’s Inc., effective as of August 31, 2018.





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.
 
Luby’s, Inc.
Date: August 31, 2018
By:
/s/ Christopher J. Pappas
 
 
Christopher J. Pappas
 
 
President and Chief Executive Officer
 
 









EXHIBIT 3.1


AMENDMENT NO. 2 TO
BYLAWS
OF
LUBY’S, INC.

The Bylaws, as amended (the “Bylaws”) of Luby’s, Inc., a Delaware corporation, are hereby amended effective as of August 31, 2018 as follows:
1.      Section 1 of Article III of the Bylaws is amended and restated in its entirety to read as follows:
“ Section 1.      Number, Election and Terms of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors which shall consist of not less than nine nor more than fifteen persons, who need not be residents of the State of Delaware or stockholders of the Corporation. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors. The directors shall be elected for one-year terms expiring at the next Annual Meeting of Stockholders. A directorship to be filled by reason of an increase in the number of directors may be filled (i) by election at an Annual or Special Meeting of Stockholders called for that purpose or (ii) by the Board of Directors for a term of office continuing only until the next election of one or more directors by the stockholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive Annual Meetings of Stockholders.”
2.      Section 2 of Article III of the Bylaws is amended and restated in its entirety to read as follows:
“ Section 2. Vacancies in the Board of Directors and Resignations of Directors. Any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the next Annual Meeting of Stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.”
3.      Except as set forth above, the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect.