SiteOne Landscape Supply Inc. 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
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2025, SiteOne Landscape Supply, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the board of directors.
The Company filed its Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 16, 2025 to reflect the amendment, which became effective immediately upon filing. The full text of the Fifth Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Additionally, the Company’s board of directors amended and restated the Company’s by-laws (as amended and restated, the “Fourth Amended and Restated By-laws”), effective as of May 16, 2025. Among other matters, the Fourth Amended and Restated By-laws:
| · | make certain limited updates to the procedural mechanics for meetings of stockholders, including with respect to the quorum and adjournment procedures; |
| · | make certain limited updates to the procedures and disclosure requirements for director nominations made, and business proposals submitted, by stockholders under the Company’s “advance notice” provisions; |
| · | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities and Exchange Act of 1934; |
| · | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and |
| · | make conforming changes to reflect the declassification of the board of directors. |
Additional amendments were made to the Fourth Amended and Restated By-laws to make clarifying, technical or modernizing changes. The full text of the Fourth Amended and Restated By-laws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The final voting results were as follows:
Proposal 1: The Company’s stockholders elected the three nominees named in the Company’s 2025 Proxy Statement to serve a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders. The voting results are set forth below.
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Fred M. Diaz | 40,050,836 | 398,916 | 1,297,646 | |||
| W. Roy Dunbar | 39,528,376 | 921,376 | 1,297,646 | |||
| Larisa J. Drake | 38,623,041 | 1,826,711 | 1,297,646 |
Proposal 2: The Company’s stockholders approved an amendment to the Charter to declassify the board of directors. The voting results are set forth below.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 40,441,436 | 3,725 | 4,591 | 1,297,646 |
Proposal 3: The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered accounting firm for the 2025 fiscal year. The voting results are set forth below.
| Votes For | Votes Against | Abstain | ||
| 41,483,071 | 262,758 | 1,569 |
Proposal 4: The Company’s stockholders approved an advisory vote on the compensation of the Company’s named executive officers. The voting results are set forth below.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 40,076,746 | 367,532 | 5,474 | 1,297,646 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of SiteOne Landscape Supply, Inc. | |
| 3.2 | Fourth Amended and Restated By-laws of SiteOne Landscape Supply, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
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.
| SITEONE LANDSCAPE SUPPLY, INC. | |||
| By: | /s/ John T. Guthrie | ||
| Name: | John T. Guthrie | ||
| Title: | Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
Date: May 19, 2025