Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HHS > SEC Filings for HHS > Form 8-K on 4-Sep-2013All Recent SEC Filings

Show all filings for HARTE HANKS INC

Form 8-K for HARTE HANKS INC


4-Sep-2013

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


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

On August 29, 2013, the Board of Directors of Harte-Hanks, Inc. (the "Company") approved and adopted the Company's Fourth Amended and Restated By-laws (the "Amended By-laws").

The Amended By-laws add the following Article X:

FORUM FOR ADJUDICATION OF DISPUTES

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 the State of Delaware or, if the Court of Chancery does not have jurisdiction, a 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.

The Amended By-laws effect other changes, including:

(i) allowing each of the Chairman of the Board and the Chief Executive Officer to individually call special meetings of stockholders or of the Board of Directors, rather than just the Chief Executive Officer;

(ii) basing the quorum for the Board of Directors on the number of directors in office rather than the number authorized;

(iii) specifying that a majority of the members of a committee of the Board of Directors shall constitute a quorum, rather than one third; and

(iv) adding requirements that, in connection with stockholder nominations, certain background and qualification information be disclosed to the Company and certain undertakings with respect to governance be made.

The foregoing description of the Amended By-laws is qualified in its entirety by reference to its full text, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being furnished herewith.

3.1 Harte-Hanks, Inc. Fourth Amended and Restated By-laws (as adopted August 29, 2013).

  Add HHS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HHS - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.