UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 1, 2023, the board of directors (the “Board”) of Yellow Corporation (the “Company”) approved and adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws of the Company, adopted as of February 4, 2021 (the “Bylaws”), to remove reference to the Chief Executive Officer of the Company as an ex-officio member of each committee of the Board on which he did not otherwise serve, which ex-officio service was subject to the conditions previously included in the Bylaws, and to amend and restate Section 5.3(b) of the Bylaws to delete such reference.
The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
3.1 |
First Amendment to the Second Amended and Restated Bylaws, as adopted and effective on June 1, 2023 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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YELLOW CORPORATION |
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Date: |
June 2, 2023 |
By: |
/s/ Leah K. Dawson |
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Leah K. Dawson |
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Exhibit 3.1
FIRST AMENDMENT
TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF YELLOW CORPORATION
(a Delaware corporation)
The Board of Directors of Yellow Corporation, a Delaware corporation (the “Corporation”), by unanimous consent given in writing or by electronic transmission in lieu of holding a special meeting and in accordance with the General Corporation Law of the State of Delaware and the Second Amended and Restated Bylaws of the Corporation, adopted as of February 4, 2021 (the “Bylaws”), approved and adopted as of June 1, 2023 the following amendments to the Bylaws to be effective as of June 1, 2023:
Article V, Section 5.3(b) of the Bylaws is hereby amended and restated by in its entirety with the following:
(b) The Chairman of the Board shall serve as an ex-officio member of all committees of the Board on which he or she does not otherwise serve as a member, to the extent permitted by applicable law, regulation or stock exchange requirements, and shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee. The Chairman of the Board, as an ex-officio member, shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or other transaction of business by such committee; however, he or she may notice and call any meeting of a committee in accordance with the procedures set for by the committee in accordance with Section 5.4 below.
Except as hereby amended, the Existing Bylaws shall in all other respects remain in full force and effect.