Cadre Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Securities and Exchange Commission
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Current Report
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| Item 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 5, 2024, the board of directors of Cadre Holdings, Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”), which became effective immediately upon such approval and adoption. The Second Amended and Restated Bylaws supersede and replace the Company’s amended and restated bylaws in effect immediately prior to the adoption of the Second Amended and Restated Bylaws.
The Second Amended and Restated Bylaws update and revise the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including, among other things, by clarifying and enhancing the other procedural and information requirements for stockholders when submitting a proposal or nomination, including the scope of specified information and disclosures with respect to proposing stockholders, proposed nominees, and certain other related persons.
Also, the Second Amended and Restated Bylaws: (i) provides for a stockholder list being available for inspection at the Company’s offices for a 10-day period ending on the day prior to the annual or special meeting in question, but, in accordance with changes to the Delaware General Corporation Law (“DGCL”), does not require the stockholder list to be made available during such actual meeting; (ii) provides that the creation of committees of the board of directors will be governed by Section 141(c)(2) of the DGCL; and (iii) expands the forum for adjudication of disputes, in the event the Court of Chancery does not have jurisdiction, to the U.S. federal district court for the State of Delaware, and provides that U.S. federal district courts will have exclusive jurisdiction over claims under the Securities Act of 1933. Finally, the Second Amended and Restated Bylaws include a number of ministerial and administrative or otherwise immaterial modifications intended to update various provisions and to provide clarification and consistency.
The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description
|
| 3.1 | Second Amended and Restated Bylaws of Cadre Holdings, Inc., effective as of November 5, 2024 |
| 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.
Dated: November 8, 2024
| CADRE HOLDINGS, INC. | ||
| By: | /s/ Blaine Browers | |
| Name: | Blaine Browers | |
| Title: | Chief Financial Officer | |