Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - NUTRI SYSTEM INC /DE/ | exhibit1.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): | January 6, 2016 |
Nutrisystem, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 0-28551 | 23-3012204 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania | 19034 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 215-706-5300 |
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.
On January 6, 2016, the Board of Directors (the "Board") of NutriSystem, Inc. (the "Company") approved an amendment (the "Amendment") to Article III, Section 4 of the Company’s amended and restated bylaws to remove language providing that directors may only be removed by the Company's stockholders for cause. Pursuant to the Amendment, which became effective upon the Board’s approval, the amended and restated bylaws of the Company provide that no director may be removed from office by the stockholders of the Company except by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the voting power of all outstanding shares of stock of the Company entitled to vote generally in the election of directors.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to the Amended and Restated Bylaws of NutriSystem, Inc., effective January 6, 2016.
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.
| Nutrisystem, Inc. | ||||
| January 7, 2016 | By: |
/s/ Ralph J. Mauro
|
||
|
|
||||
| Name: Ralph J. Mauro | ||||
| Title: SVP & General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
|
|
|
|
|
3.1
|
Amendment to the Amended and Restated Bylaws of NutriSystem, Inc., effective January 6, 2016. |