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 15, 2020
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
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OREGON |
0-27140 |
93-0557988 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: 360-397-6250
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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
NWPX |
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. ☐
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Item 5.03. |
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
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On April 15, 2020, the Board of Directors of Northwest Pipe Company (the “Company”) approved the Company’s First Amendment (the “Amendment”) to the Third Amended and Restated Bylaws, which reflects changes to facilitate the Company’s ability to hold shareholder meetings by remote communications as permitted under Oregon law.
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 filed herewith as Exhibit 3.1 and is incorporated herein by reference. |
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Item 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS |
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Exhibits |
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(d) |
3.1 First Amendment to the Third Amended and Restated Bylaws |
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 on April 20, 2020.
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NORTHWEST PIPE COMPANY |
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(Registrant) |
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By |
/s/ Aaron Wilkins |
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Aaron Wilkins, |
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Senior Vice President, Chief Financial Officer, and Corporate Secretary |
Exhibit 3.1
FIRST Amendment
to
third amended and restated Bylaws
of
northwest pipe company
(Adopted 4/15/2020)
Article II, Sections 2.3, 2.4 and 2.10 of the Third Amended and Restated Bylaws of Northwest Pipe Company are hereby amended in their entirety and replaced with the following:
2.3 Place of Meetings; Remote Communication. Meetings of the shareholders shall be held at the principal business office of the corporation or at such other place, within or without the State of Oregon, as may be determined by the Board of Directors. In lieu of holding a meeting of shareholders at a designated place, the Board of Directors may determine that any meeting of shareholders may be held solely by means of remote communication. Shareholders and proxyholders that are not physically present for a meeting of shareholders may participate in the meeting, be deemed present in person, and vote if the Board of Directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the Board of Directors adopts. Before the Board of Directors may authorize shareholders or proxyholders to participate by remote communication in a meeting of shareholders, the corporation shall implement measures to (a) verify that a person that is participating in the meeting by remote communication is a shareholder or proxyholder, and (b) ensure that a shareholder or proxyholder may participate by remote communication in an effective manner. The corporation shall maintain a record of the vote or other action of a shareholder or proxyholder that participates in a meeting of shareholders by remote communication.
2.4 Notice of Meetings. Written notice stating the date, time, and place of the meeting, and, in the case of a meeting to be held solely or partially by remote communication, the means of remote communication authorized by the Board of Directors for participation in such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be mailed to each shareholder entitled to vote at the meeting at the shareholder’s address shown in the corporation’s current record of shareholders, with postage thereon prepaid, not less than 10 nor more than 60 days before the date of the meeting.
2.10 Voting; Proxies.
(a) A shareholder may vote shares in person, by means of remote communication at a meeting held solely or partially by remote communication, or by proxy by signing an appointment, either personally or by the shareholder’s attorney-in-fact. An appointment of a proxy shall be effective when received by the Secretary or other officer of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is provided in the appointment form. An appointment is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest that has not been extinguished.
(b) The death or incapacity of a shareholder appointing a proxy shall not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.