Amendment: Team Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders
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CURRENT REPORT
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Explanatory Note
Team, Inc. (the “Company”) is filing this Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) to amend the Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on June 20, 2025 (the “Original Report”). The Original Report was filed, among other things, to disclose (i) the voting results of the Company’s 2025 Annual Meeting of Shareholders held on June 18, 2025 (the “Annual Meeting”) and (ii) the filing, on June 18, 2025, of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), which became effective upon filing on June 18, 2025, to delete language in Article VII, Section 5 of the Company’s Amended and Restated Certificate of Incorporation that specifies when cause is deemed to exist in connection with the removal of directors.
This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting results with respect to the proposal to approve the Charter Amendment and to disclose that the Company has filed a Certificate of Correction (the “Certificate of Correction”) with the Delaware Secretary of State as described below.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On June 18, 2025, following the Annual Meeting, the Company filed the Charter Amendment with the Delaware Secretary of State. On June 24, 2025, the Company filed the Certificate of Correction with the Delaware Secretary of State to undo the Charter Amendment. As described below, the requisite vote was not in fact obtained at the Annual Meeting to approve the Charter Amendment, so the Company is reversing those changes and the Charter Amendment is deemed null and void ab initio. As a result of the Certificate of Correction, the Company’s Amended and Restated Certificate of Incorporation filed on November 29, 2011, as amended by those certain Certificates of Amendment dated October 24, 2013, November 28, 2022 and December 21, 2022, remains unchanged and in effect.
The foregoing description of the Certificate of Correction is a summary and is qualified in its entirety by the terms of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Amendment and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth above under Item 3.03 is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders voted on, among other matters, a proposal to approve the Charter Amendment to delete language in Article VII, Section 5 of the Company’s Amended and Restated Certificate of Incorporation that specifies when cause is deemed to exist in connection with the removal of directors (the “Charter Amendment Proposal”). The Original Report disclosed correctly the vote received with respect to the Charter Amendment Proposal. However, it incorrectly disclosed that the Charter Amendment Proposal had passed when in fact the Charter Amendment Proposal did not receive the necessary shareholder vote (at least two-thirds of the shares of common stock, par value $0.30 per share, outstanding and entitled to vote at the Annual Meeting) and was therefore not approved.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit number |
Description | |
| 3.1 | Certificate of Correction to the Certificate of Amendment of Amended and Restated Certificate of Incorporation of Team, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| TEAM, Inc. | ||
| By: | /s/ James C. Webster | |
| James C. Webster | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
Dated: June 24, 2025