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Quotes & Info
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| THQI > SEC Filings for THQI > Form 8-K on 6-Jul-2012 | All Recent SEC Filings |
6-Jul-2012
Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or By
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
On June 29, 2012, the stockholders of THQ Inc. (the "Company") voted to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock. On the same date, the Company's Board of Directors authorized a reverse stock split of the Company's common stock at a ratio of one-for-ten (the "Reverse Stock Split") and an effective date of July 5, 2012 for the Reverse Stock Split.
On July 5, 2012, the Company filed a Certificate of Amendment of the Company's Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m., Pacific time, on July 5, 2012 (the "Effective Time"), at which time every ten (10) shares of the Company's issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of the Company's common stock, without any change in the par value per share. The Certificate of Amendment provided that no fractional shares would be issued. Stockholders of record who otherwise would be entitled to receive fractional shares are entitled to an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder would otherwise be entitled multiplied by $5.75. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Trading of the Company's common stock will continue on the NASDAQ Global Select Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 872443 601.
A copy of the press release announcing the Reverse Stock Split is attached as Exhibit 99.1 hereto and incorporated herein by reference.
On June 29, 2012, the Company held a Special Meeting of Stockholders (the "Special Meeting"). The sole proposal submitted to a vote of the stockholders at the Special Meeting and the results of the voting on such proposal are noted below.
1. Approval of an amendment to the Company's certificate of incorporation to effect a Reverse Stock Split of the Company's common stock at a ratio of one-for-three, one-for-five, or one-for-ten, such ratio to be determined in the sole discretion of the Board:
Votes For Votes Against Votes Withheld Broker Non-Votes
44,736,069 8,354,859 127,436 0
% of outstanding
shares as of 65.29% 12.19% 0.19% 0%
record date
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Based on the votes set forth above, the proposal to approve the amendment to the Company's certificate of incorporation to effect the Reverse Stock Split received the affirmative vote of a majority of the outstanding shares of the Company's common stock as of the record date of the Special Meeting and thus has been approved.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment to the Certificate of Incorporation of
THQ Inc., effective 5:00 p.m. Pacific Time, July 5, 2012
99.1 Press release dated July 2, 2012 announcing the Reverse Stock
Split
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