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): December 28, 2016
 
 


Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
 
 

 
         
Virginia
 
1-16581
 
23-2453088
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
         
75 State Street, Boston, Massachusetts
 
02109
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (617) 346-7200
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))
Item 5.03  Amendments to Articles of Incorporation or Bylaws

On December 28, 2016, Santander Holdings USA, Inc. (the "Company") filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission amending the Company's Articles of Incorporation . The Articles of Amendment permit the Company, at its discretion, to provide indemnification to directors of the Company's subsidiaries who are not employees of Banco Santander, S.A. or Banco Santander, S.A. subsidiaries.
A copy of the Articles of Amendment filed on December 28, 2016 is attached as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
3.1
Articles of Amendment to the Articles of Incorporation of the Company filed with the  Virginia State Corporation Commission on December 28, 2016.

SIGNATURE

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.
 
             
 
 
 
 
SANTANDER HOLDINGS USA, INC.
       
Dated: January 3, 2017
     
By:
 
/s/ Gerard A. Chamberlain              
 
 
 
 
Name:
 
Gerard A. Chamberlain
 
 
 
 
Title:
 
Senior Vice President
 
EXHIBIT INDEX

Exhibit No.
Description
3.1
Articles of Amendment to the Articles of Incorporation of the Company filed with the  Virginia State Corporation Commission on December 28, 2016.
 


ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SANTANDER HOLDINGS USA, INC.
 
1.
Name .  The name of the Corporation is Santander Holdings USA, Inc.

2.
Text of Amendment .  The text of the amendment adopted is as follows:


A.  Section 3 of Article VI of the Articles of Incorporation shall be deleted in its entirety, and replaced with the following:

                3.             The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation and including any proceeding relating to an event or events arising before the date of this amendment to Section 3 of Article VI, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation or of Santander Bank, N.A. or of any legal entity directly or indirectly owned or controlled by Santander Bank, N.A., or (ii) any Director, officer, employee or agent who is or was serving at the request of the Corporation as a director (including a member of any advisory board), trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law.  A person is considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan.  The Corporation may indemnify any person who is or was a party to any proceeding, including any proceeding relating to an event or events arising before the date of this amendment to Section 3 of Article VI, by reason of the fact that he or she is or was a Director of a subsidiary of the Corporation other than Santander Bank, N.A. or of any legal entity directly or indirectly owned or controlled by Santander Bank, N.A. and who is not or was not simultaneously an employee of Banco Santander, S.A. or of a subsidiary of Banco Santander, S.A. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any such Director, officer, employee or agent in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.
 
3.
Approval .  The amendment was adopted by the Board of Directors of the Corporation on October 14, 2016.

4.
Shareholder Action .  The amendment was approved by the written consent of the sole shareholder of the Corporation dated December 7, 2016.




Dated:  December 28, 2016


            IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed by its duly authorized officer.

                                                                        SANTANDER HOLDINGS USA, INC.
 
                                                                        By:  /s/ Gerard A. Chamberlain
                                                                        Name: Gerard A. Chamberlain
                                                                        Title:   Senior Vice President