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): October 21, 2015
Luby’s, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-8308 |
74-1335253 |
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(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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13111 Northwest Freeway, Suite 600 Houston, Texas 77040 |
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(Address of principal executive offices, including zip code) |
Registrant’s Telephone Number, including Area Code: (713) 329-6800
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:
☐ 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; Change in Fiscal Year.
On October 21, 2015, the Board of Directors (the “Board”) of Luby’s, Inc. (the “Company”) approved an amendment to Section 10(c)(1) of the Company’s Bylaws (the “Bylaws”), which took effect immediately upon approval by the Board. The amendment gives the Board discretion in determining circumstances under which candidates for election as a director of the Company may be nominated outside of the procedures set forth in Section 10 of the Bylaws.
The preceding description is qualified in its entirety by reference to the full text of the Amendment to Bylaws of the Company filed herewith as Exhibit 3.1.
Item 8.01 Other Events.
In order to provide certain significant shareholders additional time to consider nominating candidates for election to the Board, on October 21, 2015, the Board resolved to allow those nominated in accordance with the procedures set forth in the Bylaws by the close of business on November 10, 2015 to be eligible to be elected as a director of the Company at the Company’s 2016 annual meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits . The following exhibits are filed herewith.
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Exhibit No. |
Description |
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3.1 |
Amendment to Bylaws of Luby’s, Inc., effective as of October 21, 2015. |
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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LUBY’S, INC. |
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Date: October 22, 2015 |
By: |
/s/ Christopher J. Pappas |
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Christopher J. Pappas
President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
Description |
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3.1 |
Amendment to Bylaws of Luby’s, Inc., effective as of October 21, 2015. |
Exhibit 3.1
AMENDMENT TO
BYLAWS
OF
LUBY’S, INC.
The Bylaws (the “Bylaws”) of Luby’s, Inc., a Delaware corporation, are hereby amended effective as of October 21, 2015 as follows:
1. The first sentence of Section 10(c)(1) of Article II of the Bylaws is amended and restated in its entirety to read as follows:
“(c) General . (1) Unless otherwise determined by the Board, only such persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws.”
2. Except as set forth above, the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect.