Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - SunCoke Energy, Inc. | d602078dex31.htm |
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): September 19, 2013
SUNCOKE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35243 | 90-0640593 | ||
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1011 Warrenville Road, Suite 600 Lisle, Illinois |
60532 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (630) 824-1000
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:
| ¨ | 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. |
(a) Amendments to Bylaws
On September 19, 2013, the Board of Directors (“Board”) of SunCoke Energy, Inc. (“Company”) approved an amendment to, and restatement of, the Company’s Amended and Restated By-laws, effective as of such date, to add an exclusive forum bylaw. Specifically, new Section 7.7 provides that, unless the Company consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware (or other state or federal court in Delaware) will be the sole and exclusive forum for each of the following:
| (i) | any derivative action or proceeding brought on behalf of the Company, |
| (ii) | any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company, or its stockholders; |
| (iii) | any action arising under any provision of the Delaware General Corporation Law; and |
| (iv) | any action asserting a claim governed by the internal affairs doctrine. |
The foregoing brief description of the amendment to the Company’s Amended and Restated Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of SunCoke Energy, Inc., effective September 19, 2013. | |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNCOKE ENERGY, INC. (Registrant) | ||
| By: | /s/ Mark E. Newman | |
| Mark E. Newman Senior Vice President and Chief Financial Officer | ||
Date: September 23, 2013