UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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
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. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 23, 2021, the Board of Directors (the “Board”) of DXP Enterprises, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Bylaws (“Bylaws”), attached as Exhibit 3.1 (the “Amendment”). This Amendment changes the voting standard for election of directors from a plurality to a majority of votes cast in the event of uncontested elections and retains plurality voting in the event of contested elections. Pursuant to the majority voting standard, in uncontested elections each director shall be elected by a majority of the votes cast with respect to the director, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director. The Amendment also requires all directors to deliver an irrevocable resignation upon election that, contingent upon Board acceptance, will be effective for a director that has been nominated for election if that nominated director fails to receive a majority of the votes cast in the election, upon the earlier to occur of (i) the selection of a replacement director by the Board, (ii) 180 days after certification of such shareholder vote, or (iii) acceptance by the Board. The amendments to the Bylaws are effective January 1, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit |
Description | |
| Exhibit 3.1 | Amendment to Section 3.4 of the Bylaws of DXP Enterprises, Inc., effective January 1, 2022 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DXP ENTERPRISES, INC. | ||||||
| April 27, 2021 | By: | /s/ Kent Yee | ||||
| Kent Yee | ||||||
| Senior Vice President/Finance and Chief Financial Officer | ||||||
| By: | /s/ Gene Padgett | |||||
| Gene Padgett | ||||||
| Senior Vice President/Chief Accounting Officer | ||||||