PATK » Topics » Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

This excerpt taken from the PATK 8-K filed Jan 21, 2009.
Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

 

On January 15, 2009, the Board of Directors of Patrick Industries, Inc. (the “Company”) approved amendments to the Company’s By-laws effective as of that date. Previously, the By-laws required the Chairman of the Board to be the principal executive officer of the Company and the President to be the principal operating officer. The amendments provide that the President will be the Chief Executive Officer of the Company, unless the Board expressly names the Chairman of the Board to be the Chief Executive Officer. A copy of the Amended and Restated By-laws, effective January 15, 2009, is filed hereto as Exhibit 3.1.

 

As previously announced, effective February 1, 2009, Todd M. Cleveland will be the Chief Executive Officer of the Company. Paul E. Hassler will continue as Chairman of the Board.

 

Item 8.01

Other Events.

 

On January 20, 2009, the Company completed the sale of the assets of American Hardwoods, Inc., a Phoenix, Arizona based distributor of wood products to the industrial markets.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

 

 

Exhibit 3.1

Amended and Restated By-laws, effective January 15, 2009.

 

 

 


This excerpt taken from the PATK 8-K filed Jun 27, 2008.
Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

At the Company’s annual meeting on May 22, 2008, shareholders approved an amendment to the Company’s Articles of Incorporation to delete Article IX, which eliminated the classification of the Board of Directors, resulting in the annual election of all directors and eliminating the requirement of nine directors on the Board. The proposal was described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2008. A copy of the amendment to the Articles of Incorporation is filed hereto as Exhibit 3.1.

 

In addition, on April 8, 2008, the Board of Directors approved amendments to the Company’s By-laws to eliminate the classified structure of the Board and to provide for the annual election of all directors. The By-law amendments also reduced the size of the Board from nine directors to seven directors, subject to designation by the Board. The By-law amendments took effect upon shareholder approval of the amendment to the Articles of Incorporation (described above) at the Company’s annual meeting held on May 22, 2008. A copy of the Amended and Restated By-laws, effective May 22, 2008, is filed hereto as Exhibit 3.2.

 

Item 8.01

Other Events.

 

On June 26, 2008, the Company announced in a press release the completion of its previously announced rights offering. A copy of the press release is furnished hereto as Exhibit 99.1.

 

 

 

 


 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

 

 

Exhibit 3.1

Amendment to Articles of Incorporation, effective June 2, 2008.

 

 

Exhibit 3.2

Amended and Restated By-laws, effective May 22, 2008.

 

 

Exhibit 99.1

Press release, dated June 26, 2008.

 

 

 


EXCERPTS ON THIS PAGE:

8-K
Jan 21, 2009
8-K
Jun 27, 2008
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