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JOSB > SEC Filings for JOSB > Form 8-K on 2-Jul-2013All Recent SEC Filings

Show all filings for BANK JOS A CLOTHIERS INC /DE/

Form 8-K for BANK JOS A CLOTHIERS INC /DE/


2-Jul-2013

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


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

On and effective July 1, 2013, the Board of Directors of Jos. A. Bank Clothiers, Inc., referred to herein as the Company, amended the Company's Bylaws to add a new Article VIII, which is copied below, to renumber the current Article VIII as Article IX and to amend and restate the Bylaws to incorporate these amendments.

ARTICLE VIII
EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be the Court of Chancery of Delaware or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amended and Restated Bylaws of Jos. A. Bank Clothiers, Inc., as amended effective July 1, 2013.


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