Hillman Solutions Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HLMN
Industrial Machinery/Components
Consumer Discretionary
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): June 7, 2024
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
Amendments to the Certificate of Incorporation:
As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of Hillman Solutions Corp. (the “Company”) held June 7, 2024 (the “Annual Meeting”), stockholders approved certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation in order to declassify the Board of Directors of the Company (the “Board”) by the 2027 annual meeting of stockholders, eliminate supermajority vote provisions for amending the Company’s Certificate of Incorporation and Bylaws, eliminate the sponsor corporate opportunity provision, and eliminate the sponsor business combination provision (the “Approved Certificate Amendments”).
These Approved Certificate Amendments were previously approved by the Board, subject to stockholder approval, and became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on June 7, 2024. Additional details of the Approved Certificate Amendments are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2024.
A copy of the Fourth Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Certificate of Incorporation.
Amendments to the Bylaws:
As disclosed in Item 5.07 below, at the Annual Meeting stockholders approved certain amendments to the Company’s Amended and Restated Bylaws in order to eliminate supermajority vote provisions for amending the Company’s Bylaws (the “Approved Bylaws Amendments”).
These Approved Bylaws Amendments, along with other administrative changes, were previously approved by the Board, subject to stockholder approval, and became effective immediately upon approval by stockholders at the Annual Meeting on June 7, 2024. Additional details of the Approved Bylaws Amendments are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2024.
A copy of the Second Amended and Restated Bylaws, which incorporates the Approved Bylaws Amendments, is included as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws.
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting was held on June 7, 2024 via live webcast. At the Annual Meeting, the Company’s stockholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2024. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1 - Elect four directors, each for a term that expires in 2027.
| Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Diana Dowling | 163,655,763 | 1,788,534 | 12,501 | 9,402,268 | ||||||||||
| Teresa Gendron | 164,860,228 | 583,696 | 12,874 | 9,402,268 | ||||||||||
| Daniel O’Leary | 163,929,233 | 1,515,196 | 12,369 | 9,402,268 | ||||||||||
| John Swygert | 164,653,048 | 791,010 | 12,740 | 9,402,268 | ||||||||||
Based on the voting results set forth above, Ms. Dowling, Ms. Gendron, Mr. O’Leary, and Mr. Swygert were each duly elected as directors with terms expiring at the 2027 Annual Meeting of Stockholders.
Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 163,010,607 | 2,420,711 | 25,480 | 9,402,268 | ||||||||
Based on the voting results set forth above, the fiscal 2023 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3 - Amend our certificate of incorporation to declassify the Board by the 2027 Annual Meeting of Stockholders.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 165,412,613 | 28,447 | 15,738 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our certificate of incorporation to declassify the Board by the 2027 Annual Meeting of Stockholders was approved.
Proposal 4 - Amend our certificate of incorporation to eliminate supermajority voting provisions.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 165,309,936 | 131,378 | 15,484 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our certificate of incorporation to eliminate supermajority voting provisions was approved.
Proposal 5 - Amend our certificate of incorporation to provide for officer exculpation of liability.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 124,496,721 | 40,945,195 | 14,882 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our certificate of incorporation to provide for officer exculpation of liability was not approved. Though the proposal received the favorable vote of over 75% of the shares voting on the proposal, the proposal failed due to not enough shareholders voting on the proposal to clear the supermajority vote threshold of 66% of the shares outstanding. As a result, the amendments contemplated by this proposal will not be incorporated into our Fourth Amended and Restated Certificate of Incorporation.
Proposal 6 - Amend our certificate of incorporation to eliminate the sponsor corporate opportunity provision.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 165,404,631 | 34,465 | 17,702 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our certificate of incorporation to eliminate the sponsor corporate opportunity provision was approved.
Proposal 7 - Amend our certificate of incorporation to eliminate the sponsor business combination provision.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 165,402,442 | 37,155 | 17,201 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our certificate of incorporation to eliminate the sponsor business combination provision was approved.
Proposal 8 - Amend our bylaws to eliminate supermajority voting provisions.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 165,308,803 | 132,386 | 15,609 | 9,402,268 | ||||||||
Based on the voting results set forth above, the amendment to our bylaws to eliminate supermajority voting provisions was approved.
Proposal 9 - Approve an increase in the number of shares reserved under our 2021 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 154,425,526 | 11,011,599 | 19,673 | 9,402,268 | ||||||||
Based on the voting results set forth above, the increase in the number of shares reserved under our 2021 Equity Incentive Plan was approved.
Proposal 10 - Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 174,771,265 | 59,889 | 27,912 | — | ||||||||
Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2024 was duly ratified.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
3.1 Fourth Amended and Restated Certificate of Incorporation of Hillman Solutions Corp., effective as of June 7, 2024.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: June 13, 2024 | Hillman Solutions Corp. | ||||||||||
By: | /s/ Robert O. Kraft | ||||||||||
Name: | Robert O. Kraft | ||||||||||
Title: | Chief Financial Officer | ||||||||||