Louisiana-Pacific Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
$LPX
Forest Products
Basic Materials
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | Commission File Number | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (615 986 - 5600
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On February 13, 2025, the Board of Directors (the “Board”) of Louisiana-Pacific Corporation (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws (i) remove the director retirement age limit provisions from the Bylaws and (ii) provide that the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act of 1933, as amended, in each case to the fullest extent permitted by law and unless the Company consents in writing to the selection of an alternative forum.
The foregoing summary of the changes implemented by the adoption of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On February 14, 2025, the Company announced that the Board has declared a quarterly cash dividend to common stockholders of $0.28 per share. The dividend will be payable March 13, 2025 to stockholders of record as of the close of business on February 27, 2025.
The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 3.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101)* | ||||
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.
| LOUISIANA-PACIFIC CORPORATION | ||||||||
| By: | /S/ NICOLE C. DANIEL | |||||||
| Nicole C. Daniel | ||||||||
| Vice President, General Counsel and Corporate Secretary | ||||||||
Date: February 14, 2025