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): April 23, 2021
Commission file number 000-21513
DXP Enterprises, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 76-0509661 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
| 5301 Hollister, Houston, Texas 77040 | (713) 996-4700 | |
| (Address of principal executive offices) | Registrant’s telephone number, including area code. | |
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of Each Class |
Trading Symbol |
Name of Exchange on which Registered |
||
| Common Stock par value $0.01 | DXPE | NASDAQ Global Select Market |
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 ☐
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 April 23, 2021, the Board of Directors (the “Board”) of DXP Enterprises, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Bylaws (“Bylaws”), attached as Exhibit 3.1 (the “Amendment”). This Amendment changes the voting standard for election of directors from a plurality to a majority of votes cast in the event of uncontested elections and retains plurality voting in the event of contested elections. Pursuant to the majority voting standard, in uncontested elections each director shall be elected by a majority of the votes cast with respect to the director, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director. The Amendment also requires all directors to deliver an irrevocable resignation upon election that, contingent upon Board acceptance, will be effective for a director that has been nominated for election if that nominated director fails to receive a majority of the votes cast in the election, upon the earlier to occur of (i) the selection of a replacement director by the Board, (ii) 180 days after certification of such shareholder vote, or (iii) acceptance by the Board. The amendments to the Bylaws are effective January 1, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits:
|
Exhibit |
Description |
|
| Exhibit 3.1 | Amendment to Section 3.4 of the Bylaws of DXP Enterprises, Inc., effective January 1, 2022 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| DXP ENTERPRISES, INC. | ||||||
| April 27, 2021 | By: |
/s/ Kent Yee |
||||
| Kent Yee | ||||||
| Senior Vice President/Finance and Chief Financial Officer | ||||||
| By: |
/s/ Gene Padgett |
|||||
| Gene Padgett | ||||||
| Senior Vice President/Chief Accounting Officer | ||||||
Exhibit 3.1
Bylaws Amendment
AMENDMENT TO THE BYLAWS OF
DXP ENTERPRISES, INC.
Section 3.4 of Article III of the Bylaws is hereby amended by adding the following language indicated with
double underlining and deleting the language indicated with strikethrough as follows:
“3.4 Voting on Directors. Directors shall be elected by the vote of the holders of a plurality of the
shares entitled to vote in the election of Directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present.
(a) Each nominee for director shall be elected to the Board of Directors by the affirmative vote of a majority of the votes cast with respect to that nominee’s election by the shares present in person or represented by proxy and entitled to vote on the election of directors at the meeting of shareholders at which directors are to be elected (where a quorum is present) and for which the number of nominees for election of directors at such meeting equals the number of directors to be elected (an “Uncontested Election”). For the purpose of an Uncontested Election, a majority of votes cast means that the number of votes “for” a nominee’s election must exceed 50% of the votes cast with respect to that nominee’s election. Votes “against” a nominee’s election will count as votes cast, but “abstentions” and “broker non-votes” will not count as votes cast with respect to that nominee’s election. In order for any person to become a member of the Board of Directors, such person must agree to submit upon appointment or first election to the Board of Directors an irrevocable resignation, which resignation shall provide that it shall become effective (contingent, in all cases, upon acceptance of the resignation by the Board of Directors), in the event of a shareholder vote in an Uncontested Election in which that person does not receive a majority of the votes cast with respect to that person’s election as a director, at the earlier of (i) the selection of a replacement director by the Board of Directors, (ii) 180 days after certification of such shareholder vote, or (iii) acceptance by the Board of Directors. Any vacancy on the Board of Directors occurring from the resignation of a director may be filled by the Board of Directors in accordance with Section 3.5 of these Bylaws.
(b) If (i) the number of nominees for director at a meeting of shareholders exceeds the number of directors to be elected at such meeting or (ii) the Secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for director set forth in these Bylaws and such nomination has not been withdrawn by such shareholder on or before the 14th day preceding the date the Corporation first files its definitive proxy statement with respect to such meeting (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, then directors shall be elected by a plurality of the affirmative votes cast by the shares present in person or represented by proxy at such meeting and entitled to vote on the election of directors at such meeting (and the requirements contained in Section 3.4(a) shall not apply).
(c) Cumulative voting in the election of Directors is expressly prohibited.
This amendment to the Bylaws is effective as of January 1, 2022.