UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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November 26, 2013
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DARLING INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-13323
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36-2495346
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS
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75038
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(972) 717-0300
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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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further discussed below, on November 26, 2013, the stockholders of Darling International Inc. (the “Company”) approved an amendment to the Company’s restated certificate of incorporation, as amended, to increase the total number of authorized shares of common stock, par value $0.01, from 150,000,000 to 250,000,000. This amendment was previously approved by the board of directors of the Company and was described in detail in the definitive proxy materials previously filed with the Securities and Exchange Commission on October 29, 2013.
The Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, was effective on November 27, 2013, upon the acceptance for record of the Certificate of Amendment by the Secretary of State of the State of Delaware.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of the Company was held at 10:00 a.m. local time on November 26, 2013 at the Omni Mandalay Hotel, 221 E. Las Colinas Boulevard, Irving, Texas 75039.
The issued and outstanding shares of stock of the Company entitled to vote at the special meeting consisted of 118,215,166 shares of common stock. The stockholders of the Company voted on one proposal at the special meeting, which was approved pursuant to the following final voting results from the special meeting:
A proposal to approve an amendment to the Company’s restated certificate of incorporation, as amended, to increase the total number of authorized shares of common stock, par value $0.01, from 150,000,000 to 250,000,000.
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For
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Against
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Abstentions
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Broker Non Votes
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102,549,231
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3,504,559
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73,756
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0
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Darling International Inc.
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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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DARLING INTERNATIONAL INC.
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Date: November 27, 2013
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By:
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/s/ John F. Sterling
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John F. Sterling
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Executive Vice President and
General Counsel
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EXHIBIT LIST
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Restated Certificate of Incorporation of Darling International Inc.
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DARLING INTERNATIONAL INC.
November 26, 2013
Darling International Inc., a corporation organized and existing under the laws of the State of Delaware (the “
Corporation
”), and by virtue of the General Corporation Law of the State of Delaware (as amended and supplemented from time to time, the “
Act
”), hereby certifies as follows:
1.
The name of the Corporation is Darling International Inc.
2.
The Board of Directors of the Corporation (the “
Board
”), acting in accordance with the provisions of Sections 141 and 242 of the Act, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation (as amended, the “
Restated Certificate
”), declaring such amendment to be advisable and calling a special meeting of the stockholders of the Corporation entitled to vote in respect thereof for the consideration of such amendment.
The resolutions adopted by the Board set forth that the Restated Certificate shall be amended by amending and restating the first paragraph of Article Four in its entirety so that, as amended, the first paragraph of Article Four shall read as follows:
“The aggregate number of shares of stock that the Corporation shall have authority to issue is two hundred fifty-one million (251,000,000) shares, consisting of two hundred fifty million (250,000,000) shares of common stock, having a par value of $0.01 per share (the “
Common Stock
”), and one million (1,000,000) shares of preferred stock, having a par value of $0.01 per share (the “
Preferred Stock
”).”
3. This Certificate of Amendment of Restated Certificate of Incorporation was submitted to the stockholders of the Corporation entitled to vote in respect of the amendment described herein at a special meeting of the stockholders and was approved by the required vote of the stockholders of the Corporation in accordance with Sections 216 and 242 of the Act.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Restated Certificate of Incorporation of the Corporation as of the date first written above.
By:
/s/ John F. Sterling
John F. Sterling
Executive Vice President, General Counsel and Secretary