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

July 6, 2020 (June 30, 2020) 

Date of Report (Date of earliest event reported)

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

641 Lexington Avenue

27th Floor

New York, NY 10022

(Address of principal executive offices)

(646) 507-5710

(Registrant’s telephone number, including area code)

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:

Indicate by check mark whether the registrant is an emerging growth company in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Securities registered pursuant to Section 12(b) of the Act:

Item 5.08Shareholder Director Nominations

Staffing 360 Solutions, Inc. (the “Company”) hereby announces that its Board of Directors, at a meeting on June 30, 2020, has established September 29, 2020 at 10:00 a.m., New York time, as the date and time for the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), and has set July 31, 2020 as the record date for the 2020 Annual Meeting. The Company will hold its 2020 Annual Meeting in a virtual-only format due to the public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of the Company’s stockholders, management, directors and employees.

Due to the fact that the date of the 2020 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2019 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that stockholders desiring to nominate a director or bring any other business before the 2020 Annual Meeting must notify the Company’s Secretary in writing prior to 5:00 p.m., New York time on July 16, 2020 (the tenth day following the date of the first public announcement of the date of the 2020 Annual Meeting) and must otherwise comply with the requirements set forth in the Bylaws.

Stockholder proposals must comply with the requirements of all applicable laws, including, if applicable, Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in the Company’s proxy materials. The July 16, 2020 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.

Any stockholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the 2020 Annual Meeting or director nomination should be sent to the Company’s Secretary at Staffing 360 Solutions, Inc., 641 Lexington Avenue, Suite 2701, New York, NY 10022.

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.