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
December 20, 2016
Date of Report (Date of earliest event reported)
MONOTYPE IMAGING HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33612 | 20-3289482 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
600 Unicorn Park Drive
Woburn, Massachusetts 01801
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (781) 970-6000
Not Applicable
(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 5.03. | Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
On December 20, 2016, the Board of Directors (the Board of Directors) of Monotype Imaging Holdings Inc. (the Company) approved Amendment No. 2 to the Companys Amended and Restated Bylaws (the Bylaws Amendment). The Bylaws Amendment changes the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard. Accordingly, pursuant to the Bylaws Amendment, in future uncontested director elections, a director nominee will be elected only if the votes cast for such nominees election exceed the votes cast against such nominees election. The Bylaws Amendment retains a plurality voting standard in contested elections, which includes an election for which, as of the record date of any meeting of stockholders, there are more nominees for election than positions on the Board of Directors to be filled by that election.
The summary of the Bylaws Amendment above is qualified in its entirety by the Bylaws Amendment filed herewith as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
3.1 | Amendment No. 2 to Amended and Restated Bylaws of Monotype Imaging Holdings Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
MONOTYPE IMAGING HOLDINGS INC. | ||||||
December 21, 2016 | By: |
/s/ Scott E. Landers |
||||
Scott E. Landers | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number |
Description |
|
3.1 | Amendment No. 2 to Amended and Restated Bylaws of Monotype Imaging Holdings Inc. |
Exhibit 3.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED BYLAWS
OF
MONOTYPE IMAGING HOLDINGS INC.
Section 7 of Article I of the Amended and Restated By-laws of Monotype Imaging Holdings Inc. is hereby deleted in its entirety and replaced with the following:
7. Action at Meeting . When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. When a quorum is present at any meeting, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominees election exceed the votes cast against such nominees election; provided, however, that directors shall be elected by a plurality of votes cast at any meeting of stockholders at which there is a contested election of directors. An election shall be considered contested if as of the record date of any meeting of stockholders there are more nominees for election than positions on the Board of Directors to be filled by election at that meeting.
Adopted and effective as of December 20, 2016.