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| EX-3.1 - EXHIBIT 3.1 - BANK JOS A CLOTHIERS INC /DE/ | exh_31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): July 1, 2013
Jos. A. Bank Clothiers, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-23874
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36-3189198
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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500 Hanover Pike
Hampstead, Maryland
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21074
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (410) 239-2700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective July 1, 2013, the Board of Directors of Jos. A. Bank Clothiers, Inc., referred to herein as the Company, amended the Company’s Bylaws to add a new Article VIII, which is copied below, to renumber the current Article VIII as Article IX and to amend and restate the Bylaws to incorporate these amendments.
ARTICLE VIII
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be the Court of Chancery of Delaware or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of Jos. A. Bank Clothiers, Inc., as amended effective July 1, 2013.
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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.
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Jos. A. Bank Clothiers, Inc.
(Registrant)
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By:
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/s/ Charles D. Frazer | |||
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Charles D. Frazer
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Senior Vice President-General Counsel
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Dated: July 2, 2013
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of Jos. A. Bank Clothiers, Inc., as amended effective July 1, 2013.
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