UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 8-K/A
(Amendment No. 1)
________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 29, 2015
________________________________________________________
Harsco Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-03970
|
|
23-1483991
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
|
|
|
350 Poplar Church Road, Camp Hill, Pennsylvania
|
|
17011
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Registrant's telephone number, including area code:
717-763-7064
________________________________________________________________________________
(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 (
see
General Instruction A.2. below):
|
|
|
[ ]
|
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))
|
|
|
|
|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
Filed herewith as Exhibit 3.1 is the Amendment to the Restated Certificate of Incorporation of Harsco Corporation as approved by the stockholders at the Annual Meeting of Stockholders on April 29, 2015 and filed with the Secretary of State of the State of Delaware on May 1, 2015.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Form 8-K:
Exhibit No
.
Description
|
|
|
|
3.1
|
Certificate of Amendment to the Restated Certificate of Incorporation, dated April 29, 2015.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
HARSCO CORPORATION
|
|
|
|
|
|
|
Date:
|
May 22, 2015
|
By:
|
/s/ Russell Hochman
|
|
|
|
|
Russell Hochman
|
|
|
|
|
Vice President, Interim General Counsel, Chief Compliance Officer and Corporate Secretary
|
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HARSCO CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Harsco Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
|
|
|
|
1.
|
The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting paragraph (c) of Article Fifteenth thereof and inserting the following in lieu thereof:
|
“Fifteenth
(c) Number, Election and Term of Directors. The number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the Corporation. Except as provided otherwise in this Article Fifteenth, each director shall be elected by a majority of the votes cast with respect to the director by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present;
provided, however
, that if the number of director nominees exceeds the number of directors to be elected as a result of a timely nomination by a stockholder or stockholders in accordance with Article III, Section 2 of the Bylaws, as determined by the Secretary of the Corporation as of the close of the applicable notice of nomination period set forth in the Bylaws, then each director shall be elected by a vote of the plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Article Fifteenth, a majority of the votes cast means that the number of shares voted ‘for’ a director must exceed the number of votes cast ‘against’ that director.”
|
|
|
|
2.
|
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
|
IN WITNESS WHEREOF, Harsco Corporation has caused this Certificate to be executed by its duly authorized officer on this 29th day of April, 2015.
HARSCO CORPORATION
By:
/s/ Russell C. Hochman
Name: Russell C. Hochman
Title: Corporate Secretary