Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDMENT TO BYLAWS OF ZAGG INC, DATED JULY 18, 2016 - ZAGG Inc | f8k071816ex3i_zagginc.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): July 18, 2016
ZAGG INC
(Exact name of registrant as specified in charter)
| Delaware | 001-34528 | 20-2559624 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
910 West Legacy Center Drive, Suite 500
Midvale, Utah 84047
(Address of principal executive offices)
Registrant’s telephone number, including area code: (801) 263-0699
(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 240.14.a-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 July 18, 2016, the Board of Directors (the “Board”) of ZAGG Inc (the “Company”) adopted and approved an amendment (the “Amendment”) to its Bylaws to provide that in any uncontested election of directors, any incumbent director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must tender his or her resignation to the Board for consideration at its next regularly scheduled Board meeting. The Amendment also provides that upon deciding whether to accept such resignation, the Board must promptly disclose an explanation of its decision in a press release and on a Current Report on Form 8-K.
The full text of the Amendment is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following are filed as Exhibits to this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 3.1 | Amendment to Bylaws of ZAGG Inc, dated July 18, 2016 |
| 2 |
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.
| Date: July 19, 2016 | ZAGG Inc |
| /s/ BRADLEY J. HOLIDAY | |
| Bradley J. Holiday | |
| Chief Financial Officer |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amendment to Bylaws of ZAGG Inc, dated July 18, 2016 |
4