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AAP > SEC Filings for AAP > Form 8-K on 13-Jun-2013All Recent SEC Filings

Show all filings for ADVANCE AUTO PARTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ADVANCE AUTO PARTS INC


13-Jun-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the "Company") held on May 22, 2013 (the "Annual Meeting"), stockholders of the Company approved amendments (the "Amendments") to the Company's Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation") to (i) eliminate the supermajority voting requirement contained in Article IX of the Restated Certificate of Incorporation and replace it with the voting standard required by Delaware law and (ii) permit stockholders who hold at least 25 percent of the outstanding common stock of the Company, continuously for at least one year, to call a special meeting of stockholders. The Amendments became effective upon the filing of the Certificate of Second Amendment to Restated Certificate of Incorporation with the Secretary of State of Delaware on June 7, 2013. A copy of the Certificate of Second Amendment is attached as Exhibit 3.1 and is incorporated by reference herein.

On February 5, 2013, the Board of Directors of the Company adopted an amendment to Section 2.03 of the Amended and Restated By-Laws of the Company, to become effective subject to the approval by stockholders of the amendment to the Restated Certificate of Incorporation with respect to the authority of stockholders to call a special meeting described above and the filing of the Certificate of Second Amendment with the Secretary of State of Delaware. Effective as of the filing date of the Certificate of Second Amendment to Restated Certificate of Incorporation, the first sentence of Section 2.03 of the Amended and Restated By-Laws has been amended to provide that stockholders who hold at least 25 percent of the outstanding common stock of the Company, continuously for at least one year, may call a special meeting of stockholders. A copy of the Amended and Restated By-Laws is attached as Exhibit 3.2 and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number

3.1 Certificate of Second Amendment to Restated Certificate of Incorporation of Advance Auto Parts, Inc., effective as of June 7, 2013.

3.2 Amended and Restated By-Laws of Advance Auto Parts, Inc., effective as of June 7, 2013.


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