Owens Corning 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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Industrial Machinery/Components
Industrials
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): August 26, 2024
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(Exact name of registrant as specified in its charter)
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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:
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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; Change in Fiscal Year. | ||||
On August 26, 2024, the Board of Directors (the “Board”) of Owens Corning (the “Company”), acting upon the recommendation of the Governance and Nominating Committee of the Board following consideration of recent Delaware court decisions, including the Delaware Supreme Court’s decision in Kellner v. AIM Immunotech Inc., adopted, effective immediately, amendments to the Company’s Fourth Amended and Restated Bylaws (as amended, the “Amended Bylaws”). The Amended Bylaws modify the Company’s advance notice provisions regarding the beneficial ownership information, primarily with respect to derivative interests, that the Proposing Persons (as defined in the Amended Bylaws) are required to provide in their notice for nominations or other business to be properly brought before certain stockholder meetings.
The foregoing general description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 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.
Owens Corning | ||||||||
| August 27, 2024 | By: | /s/ Todd W. Fister | ||||||
| Todd W. Fister | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||