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8-K - 8-K - KEURIG GREEN MOUNTAIN, INC.a14-7705_18k.htm
EX-3.2 - EX-3.2 - KEURIG GREEN MOUNTAIN, INC.a14-7705_1ex3d2.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

GREEN MOUNTAIN COFFEE ROASTERS, INC.

 

Green Mountain Coffee Roasters, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

 

FIRST:                         That at its meeting held on December 6, 2013, the board of directors of the Corporation (the “Board”) duly adopted a resolution in accordance with Section 141 of the DGCL setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation (the “Certificate”), declaring said amendment to be advisable and calling for the amendment to be submitted to the stockholders for consideration at the next annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED: That the Board of Directors approve an amendment of Article I of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to read in its entirety as follows:

 

“ARTICLE I

 

The name of the Corporation is KEURIG GREEN MOUNTAIN, INC.”;

 

SECOND:   That thereafter, pursuant to resolution of the Board, at the annual meeting of the stockholders, duly called and held upon notice in accordance with Section 222 of the DGCL and in accordance with the Certificate, the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD:                    That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. 

 

FOURTH:   That the remaining provisions of the Certificate not affected by the aforementioned amendment shall remain in full force and not be affected by this Certificate of Amendment.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed as of the 6th day of March, 2014.

 

 

GREEN MOUNTAIN COFFEE ROASTERS, INC.

 

 

 

By:

/s/ Michael J. Degnan

 

 

Name:

Michael J. Degnan

 

 

Title:

Chief Legal Officer,
Corporate General Counsel