UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company 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
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 9, 2023, the Board of Directors of the Company approved an amendment of the Company’s bylaws (the “Fourth Amendment”), effective as of the same date. The Fourth Amendment modified certain of the provisions of Article II, Sections 2.4, 2.7 and 2.9 and Article III, Section 3.11 of the Company’s bylaws, as amended (the “Bylaws”). Among other things, the amendments:
| • | revise the procedures and disclosure requirements set forth in the advance notice bylaw provisions, including (i) requiring additional information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies; and (ii) restricting the number of nominees a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting; |
| • | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
| • | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and |
| • | update various provisions of the Bylaws to make certain technical, modernizing and clarifying changes addressing Rule 14a-19 and recent amendments to the Delaware General Corporation Law. |
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Fourth Amendment to Bylaws dated as of March 9, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
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.
| SKECHERS U.S.A., INC. | ||||||
| March 15, 2023 | By: | /s/ Philip Paccione | ||||
| Name: | Philip Paccione | |||||
| Title: | Secretary | |||||