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NAUH > SEC Filings for NAUH > Form 8-K on 30-Aug-2013All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in F

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

(a) Amendment of the Bylaws.

On August 26, 2013, the Board of Directors of National American University Holdings, Inc. (the "Company") adopted the Second Amendment to Amended and Restated Bylaws to add a section to Article 8 to select the Court of Chancery of the State of Delaware as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The amendment became effective immediately upon approval. The description of the amendment to the bylaws included herein is intended to be a summary only and is qualified in its entirety by the provisions of the Second Amendment to Amended and Restated Bylaws attached hereto as Exhibit 3.1.

Item 8.01 Other Events.

On August 30, 2013, the Company issued a press release announcing that on August 26, 2013, the Company's Board of Directors declared a cash dividend in the amount of $0.045 per share on all shares of the Company's common stock outstanding and of record as of the close of business on September 30, 2013. The dividends will be payable on or about October 11, 2013. The Company operates on a May 31st fiscal year. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

 Number    Description

   3.1     Second Amendment to Amended and Restated Bylaws, dated August 26, 2013

  99.1     Press Release, dated August 30, 2013

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