8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 19, 2017

OMEGA PROTEIN CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14003	76-0562134
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2105 City West Boulevard Suite 500 Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (713) 623-0060

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 2.01 Completion of Acquisition or Disposition of Assets.

On December 19, 2017, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 5, 2017, by and among Omega Protein Corporation (the “Company”), a Nevada corporation, Cooke Inc., a corporation duly incorporated under the laws of the Province of New Brunswick, Canada (“Parent”), and Alpha MergerSub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), Parent completed its previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, the Company is wholly owned by Parent.

At the effective time of the Merger on December 19, 2017 (the “Effective Time”), (a) each outstanding share of common stock, par value $0.01 per share, of the Company (“Common Stock”) (other than shares of Common Stock held by the Company or owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or the Company) was automatically cancelled and converted into the right to receive $22.00 in cash (the “Merger Consideration”), (b) each outstanding option to purchase shares of Common Stock (whether or not exercisable, each a “Stock Option”) issued pursuant to the Company 2006 Incentive Plan and the Company 2015 Long-Term Incentive Plan (together, the “Company Stock Plans”) was converted into the right to receive, less applicable withholding taxes, an amount in cash equal to the excess, if any, of the Merger Consideration payable in respect of a share of Common Stock over the applicable exercise price per share of Common Stock subject to the Stock Option (the “Option Consideration”) and (c) the restrictions applicable to each share of restricted Common Stock (“Restricted Stock”) immediately lapsed and each such share of Restricted Stock was converted into the right to receive the Merger Consideration, less applicable withholding taxes.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 6, 2017.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information included under Item 2.01 is incorporated into this Item 3.01 by reference.

Following the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that trading in the Common Stock should be suspended and the listing of the Common Stock on the NYSE should be removed. The Common Stock was suspended from trading on the NYSE prior to the opening of trading on December 20, 2017. The Company also requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Common Stock from the NYSE and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended as soon as practicable.

Item 3.03 Material Modification to Rights of Security Holders.

The information included under Items 2.01, 3.01 and 5.01 is incorporated into this Item 3.03 by reference.

Pursuant to the Merger Agreement and subject to the terms and conditions thereof, at the Effective Time, (a) each outstanding share of Common Stock converted into the right to receive the Merger Consideration, (b) each outstanding Stock Option, converted into the right to receive the Option Consideration and (c) each share of restricted Common Stock converted into the right to receive the Merger Consideration, less applicable withholding taxes.

As of the Effective Time, Company stockholders immediately prior to the Effective Time ceased to have any rights as stockholders of the Company (other than the right to receive the Merger Consideration or as otherwise provided by the Merger Agreement or by law).

1

Item 5.01 Change in Control of Registrant

The information included under Item 2.01 and 3.03 is incorporated into this Item 5.01 by reference.

A change of control of the Company occurred on December 19, 2017, following the filing of the certificate of merger with the Secretary of State of the State of Nevada, at which time Merger Sub merged with and into the Company, with the Company continuing to exist as a Nevada corporation.

As a result of the Merger, the Company became a wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.

At the Effective Time, and in accordance with the Merger Agreement, each member of the board of directors of the Company (the “Board”), other than Bret Scholtes, resigned from the Board and ceased to be a director of the Company. These directors are Dr. Celeste A. Clark, Michael N. Christodolou, Stephen C. Bryan, Gary R. Goodwin, David H. Clarke, David W. Wehlmann and David A. Owen. These resignations were required by the Merger Agreement and were not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

At the Effective Time, Glenn Cooke and Ross Butler were appointed as directors of the Company.

Glenn Cooke, age 52, founded Cooke Aquaculture in 1985 with his father Gifford and his brother Michael. He has been an officer and director of Parent and its affiliates since inception, currently serving as a Vice-President of Parent. Mr. Cooke has no family relationship to any director or executive officer of the Company. Mr. Cooke is an officer and indirect shareholder of Northeast Nutrition Inc., which carries on the business of manufacturing fish feed for use in the aquaculture industry. Northeast Nutrition Inc. is a customer of the Company and in 2017 to date has purchased approximately $1.586 million of fish meal and fish oil from the Company in the ordinary course of business at market rates.

Ross Butler, age 55, is currently the Chief Executive Officer of Wanchese Fish Company (“Wanchese”) and Cooke Seafood USA, based in Suffolk, VA. Wanchese is a third generation, 75-year-old seafood company that was acquired by the Cooke family in 2015. Prior to his appointment as CEO of Wanchese in 2015, Mr. Butler worked for Parent in several senior capacities including his most recent position as Senior Vice President responsible for their international harvesting and processing operations. Mr. Butler join Parent in 2002.

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

The information set forth under Item 2.01 is incorporated herein by reference.

At the Effective Time, the articles of incorporation of the Company, as in effect immediately prior to the Merger, were amended and restated in the form of the articles of incorporation filed as Exhibit 3.1 to this Current Report on Form 8-K which is incorporated herein by reference.

At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in the form of the bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K which are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 19, 2017, the Company convened its special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement dated November 24, 2017, which was first mailed to Company stockholders on or about November 27, 2017.

2

As of the close of business on November 24, 2017, the record date for the Special Meeting, there were 22,478,928 shares of Common Stock outstanding and entitled to vote at the Special Meeting. A quorum of 18,082,241 shares of Common Stock was represented in person or by proxy at the Special Meeting. A summary of the voting results for the proposals presented, which are described in detail in the definitive proxy statement, is set forth below:

1. Proposal to adopt and approve the Merger Agreement (the “Merger Proposal”). The Merger Proposal received the affirmative vote of approximately 79.39% of the outstanding shares of Common Stock represented at the Special Meeting in person or by proxy.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
17,845,087	15,274	221,880	0

2. Advisory, non-binding proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger (the “Advisory, Non-Binding Compensation Proposal”). The Advisory, Non-Binding Compensation Proposal received the affirmative vote of approximately 31.75% of the outstanding shares of Common Stock represented at the Special Meeting in person or by proxy.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
7,138,016	10,699,696	244,526	0

3. Approval of the adjournment or postponement of the Special Meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Adjournment Proposal received the affirmative vote of approximately 75.04% of the outstanding shares of Common Stock represented at the Special Meeting in person or by proxy. However, as the Merger Proposal was approved, adjournment or postponement of the Special Meeting was unnecessary.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
16,868,360	981,106	232,770	0

No other business properly came before the Special Meeting.

Item 8.01. Other Events.

On December 19, 2017, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached 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

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Omega Protein Corporation
3.2	Amended and Restated Bylaws of Omega Protein Corporation
99.1	Press Release, dated December 19, 2017, issued by Omega Protein Corporation.

3

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OMEGA PROTEIN CORPORATION
Date: December 22, 2017	By:	/s/ John D. Held
		John D. Held
		Executive Vice President, General Counsel and Secretary

4

Exhibit Index

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Omega Protein Corporation
3.2	Amended and Restated Bylaws of Omega Protein Corporation
99.1	Press release of Omega Protein Corporation dated December 19, 2017.

5

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

OMEGA PROTEIN CORPORATION

The undersigned, being the Chief Legal Officer of Omega Protein Corporation (the “Corporation”), hereby declares and certifies as required by Sections 78.385 and 78.390 of the Nevada Revised Statutes that the following facts are true:

ONE: The date of filing of the original Articles of Incorporation of the Corporation with the Secretary of State of the State of Nevada was January 23, 1998 (the “Original Articles”).

TWO: The undersigned is the duly elected and acting Chief Legal Officer of the Corporation.

THREE: The vote required for the amendment and restatement of the Original Articles is 66-2/3% of the voting power of the Common Stock.

FOUR: On December 19, 2017, the sole shareholder of the Corporation’s Common Stock, by written consent, approved the amendment and restatement of the Original Articles as set forth above.

FIVE: The Original Articles are hereby amended and restated in their entirety to read as follows:

ARTICLE I
NAME

The name of the corporation is: Omega Protein Corporation.

ARTICLE II
REGISTERED AGENT

The name and address of the Corporation’s registered agent is Kolesar & Leatham, 400 S. Rampart Blvd., Suite 400, Las Vegas, Nevada. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

1

ARTICLE III
STOCK

The total number of shares of stock this Corporation is authorized to issue shall be ten thousand (10,000) shares of Common Stock, par value of one cent ($0.01) per share. The holder of each share of Common Stock shall have one (1) vote per share on all matters placed before the stockholders.

ARTICLE IV

BOARD OF DIRECTORS

The names and addresses of the Board of Directors are as follows:

Ross Butler

Glenn Bruce Cooke

Bret Scholtes

ARTICLE V
PURPOSE

The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE VI
STATUTES NOT APPLICABLE

The provisions of Nevada Revised Statutes 78.411 through 78.444, inclusive, regarding combinations with interested stockholders, shall not be applicable to this Corporation.

2

ARTICLE VII
INDEMNITY

Section 7.01.Right to Indemnity. Subject to any restrictions set forth in the bylaws of this Corporation, every person who was or is a party, or is threatened to be made party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise, as well as their rights under this Article.

Section 7.02.Expenses Advanced. Subject to any restrictions set forth in the bylaws of this Corporation, expenses of directors and officers incurred in defending a civil or criminal action, suit or proceeding by reason of any act or omission of such director or officer acting as a director or officer shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of any undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation.

Section 7.03.Bylaws: Insurance. Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, to limit the right of indemnification, and may cause the Corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, to the fullest extent permitted by the laws of the State of Nevada, whether or not the Corporation would have the power to indemnify such person.

3

The indemnification and advancement of expenses provided in this Article shall continue for a person who has ceased to be a director, officer, employee or agent, and inures to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII
AMENDMENT OF CERTAIN ARTICLES AND BYLAWS

Notwithstanding any other provision of these Articles, an amendment thereto, or the Bylaws of this Corporation in effect from time to time, the affirmative vote of a majority of the holders of the voting power of the Common Stock shall be required to amend, alter, change or repeal these Articles of Incorporation and amend, alter, change or repeal any Bylaw relating to the following ^-subject matters: stockholder action without a meeting; the calling of special stockholder meetings; notices of stockholder meetings; the number election and term of the Company’s directors; the filling of vacancies in the Board of Directors; and the removal of directors. Neither the Directors nor the Stockholders shall promulgate Bylaws inconsistent with these Articles of Incorporation and any and all such inconsistent Bylaws shall be null and void.

4

Executed this 19th day of December, 2017.

/s/ Peter Andrew Buck                                  

Name: Peter Andrew Buck

Title: Secretary

EX-3.2

Exhibit 3.2

BYLAWS

Alpha MergerSub, Inc.

A Nevada Corporation

ARTICLE I
Identification

Section 1.     Name. The name of the Corporation is “Alpha MergerSub, Inc.”

Section 2.     Principal Office. The principal office of the Corporation shall be located at 40 Wellington Row, Saint John, N.B., Canada, E2L 3H3. The Board of Directors shall have the power and discretion to change from time to time the location of the principal office of the Corporation.

Section 3.     Registered Agent and Address. The name of the Registered Agent and the agent’s street address (“Registered Office”) where process may be served upon the Corporation are: Kolesar & Leatham, 400 S. Rampart Blvd., Suite 400, Las Vegas, Nevada 89145 (the “Registered Agent”).  The Registered Agent shall maintain at the Registered Office:

a. A copy of the Corporation’s Articles of Incorporation, and all amendments thereto certified by the Secretary of State;

b. A copy certified by an officer of the Corporation of its Bylaws and all amendments thereto; and

c. A stock ledger or duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, if known, and the number of shares of stock held by them respectively.  In lieu of the stock ledger or duplicate stock ledger, the agent may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger is kept.

ARTICLE II
Stockholders

Section 1.     Place of Meetings. All annual and special meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place within or without the State of Nevada as the Board of Directors may determine and as designated in the notice of such meeting.

Section 2.     Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date and time as the Board of Directors may determine; provided however, the annual meeting shall be held as closely as practicable in the same month of each year.

Section 3.     Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors of the Corporation, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authorities, as provided in a resolution of the Board of Directors or in these Bylaws of the Corporation, include the power and authority to call such meetings but such special meetings may not be called by another person or persons.

Section 4.     Conduct of Meetings. Annual and special meetings shall be conducted in accordance with these Bylaws or as otherwise prescribed by the Board of Directors. The chairman or the chief executive officer of the Corporation shall preside at such meetings.

Section 5.     Notice of Meeting. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be mailed by the secretary or the officer performing his duties, not less than ten days nor more than sixty days before the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books or records of the Corporation as of the record date prescribed in Section 6, with postage thereon prepaid. If a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. When any stockholders’ meeting, either annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than thirty days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6.     Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of stockholders. Such date in any case shall be not more than sixty days, and in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 7.     Voting Lists.     The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten days before each meeting of stockholders, a complete record of the stockholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. The record, for a period of ten days before such meeting, shall be kept on file at the principal executive office of the Corporation, whether within or outside the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such record or transfer books or to vote at any meeting of stockholders.

2

Section 8.     Quorum. One-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than one-third of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 9.     Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the stockholder or, in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid after six months from the date of its execution unless otherwise provided in the proxy.

Section 10.     Voting. At each election for directors every stockholder entitled to vote at such election shall be entitled to one vote for each share of stock held. Unless otherwise provided by the Articles of Incorporation, by statute, or by these Bylaws, a majority of those votes cast by stockholders at a lawful meeting shall be sufficient to pass on a transaction or matter, except in the election of directors, which election shall be determined by a plurality of the votes of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors.

Section 11.     Voting of Shares in the Name of Two or More Persons. When ownership of stock stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the stockholders of the Corporation any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand, the vote or votes to which these persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 12.     Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

3

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 13.     Inspectors of Election. In advance of any meeting of stockholders, the chairman of the board or the Board of Directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the Board of Directors so appoints either one or three inspectors, that appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board may make such appointment at the meeting. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment in advance of the meeting or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by applicable law, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all stockholders.

ARTICLE III
Board of Directors

Section 1.     General Powers. The business and affairs of the Corporation shall be under the direction of its Board of Directors. The chairman shall preside at all meetings of the Board of Directors.

Section 2.     Number, Term and Election. The number of directors of the Corporation shall be such number, not less than one nor more than 5, as shall be provided from time to time in a resolution adopted by the Board of Directors, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director, and provided further that no action shall be taken to decrease or increase the number of directors from time to time unless at least two-thirds of the directors then in office shall concur in said action. The terms of the Directors shall be for one (1) year. Despite the expiration of his or her term, a Director will continue to serve until his or her successor is elected and qualified. A member of the Board of Directors shall be eligible to run for a new term on the Board of Directors immediately after the expiration of his or her previous term. Vacancies in the Board of Directors of the Corporation, however caused, and newly created directorships shall be filled by a vote of two-thirds of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the next annual meeting of stockholders.

4

Section 3.     Removal of Directors. Other than in connection with a director’s voluntary resignation or removal pursuant to Section 12 below, a director may only be removed due to death, Disability or for “Cause” (determined by two-thirds of the directors then in office). “Cause” shall mean (a) a director’s failure, without satisfactory explanation, to attend within one calendar year at least 50% of the regular meetings of the board or committees on which he or she serves, (b) violation of a director's fiduciary obligations to the Corporation, (c) a director damaging the goodwill or reputation of the Corporation, (d) a director no longer satisfying the qualifications for membership on the Board of Directors set forth herein, or (e) the request for resignation by all of the other existing directors. “Disability” means (a) a director is adjudged mentally incompetent by a court of competent jurisdiction; or (b) because of ill health, physical or mental disability or for other causes beyond the control of the director as determined by a duly licensed and actively practicing physician reasonably acceptable to the board, the director is continuously unable to perform such director’s duties for the Corporation for one-hundred eighty (180) days during any twelve (12) month period, regardless of whether such days are consecutive.

Section 4.     Regular Meetings. A regular meeting of the Board of Directors shall be held at such time and place as shall be determined by resolution of the Board of Directors without other notice than such resolution.

Section 5.     Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman, the chief executive officer or one-third of the directors. The person calling the special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by such persons.

Members of the board of the directors may participate in special meetings by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person.

Section 6.     Other Meetings/Notice. Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the President or, if the President is absent or unable to or refuses to act, by one Director. Such meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board.

Written notice of the time and place of other meetings shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Director at the Director’s address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held.  In case such notice is mailed, it shall be deposited in the United States Mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is personally delivered, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such mailing or delivery as above provided shall constitute due, legal and personal notice to such Director.

Section 7.     Quorum. A majority of the number of directors fixed by Section 2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.

5

Section 8.     Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is prescribed by these Bylaws, the Articles of Incorporation, or the Nevada Revised Statutes.

Section 9.     Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10.     Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Corporation addressed to the chairman. Unless otherwise specified therein such resignation shall take effect upon receipt thereof by the chairman.

Section 11.     Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the directors then in office or by election at an annual meeting or at a special meeting of the stockholders held for that purpose. Any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office or by election at an annual meeting or at a special meeting of the stockholders held for that purpose. The term of such director shall be in accordance with the provisions of the Corporation’s Articles of Incorporation.

Section 12.     Removal of Directors. Any director or the entire Board of Directors may be removed by vote of ninety percent (90%) of the outstanding shares entitled to vote whenever, in the judgment of the stockholders, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 13.     Compensation. Directors, as such, may receive compensation for service on the Board of Directors. Members of either standing or special committees may be allowed such compensation as the Board of Directors may determine.

Section 14.     Age Limitation. No person 80 years or more of age shall be eligible for election, reelection, appointment or reappointment to the board of the Corporation. No director shall serve as such beyond the annual meeting of the Corporation immediately following the director becoming 80 years of age. This age limitation does not apply to an advisory director.

ARTICLE IV
Committees of the Board of Directors

The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, as they may determine to be necessary or appropriate for the conduct of the business of the Corporation, and may prescribe the duties, constitution and procedures thereof. Each committee shall consist of one or more directors of the Corporation appointed by the chairman. The chairman may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

6

The chairman shall have power at any time to change the members of, to fill vacancies in, and to discharge any committee of the board. Any member of any such committee may resign at any time by giving notice to the Corporation; provided, however, that notice to the board, the chairman of the board, the chief executive officer, the chairman of such committee, or the secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any member of any such committee may be removed at any time, either with or without cause, by the affirmative vote of a majority of the authorized number of directors at any meeting of the board called for that purpose.

ARTICLE V
Officers

Section 1.     Positions. The officers of the Corporation shall be a chairman, a president, one or more vice presidents, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board of Directors may also elect or authorize the appointment of such other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2.     Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board of Directors may authorize the Corporation to enter into an employment contract with any officer in accordance with state law; but no such contract shall impair the right of the Board of Directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3.     Removal. Any officer may be removed by vote of two-thirds of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.     Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

7

Section 5.     Remuneration. The remuneration of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 6.     Age Limitation. No person 80 or more years of age shall be eligible for election, reelection, appointment or reappointment as an officer of the Corporation. No officer shall serve beyond the annual meeting of the Corporation immediately following the officer becoming 80 or more years of age.

ARTICLE VI
Contracts, Loans, Checks and Deposits

Section 1.     Contracts. To the extent permitted by applicable law, and except as otherwise prescribed by the Corporation’s Articles of Incorporation or these Bylaws with respect to certificates for shares, the Board of Directors or the executive committee may authorize any officer, employee, or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 2.     Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.     Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one or more officers, employees or agents of the Corporation in such manner, including in facsimile form, as shall from time to time be determined by resolution of the Board of Directors.

Section 4.     Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any of its duly authorized depositories as the Board of Directors may select.

ARTICLE VII
Certificates for Shares and Their Transfer

Section 1.     Certificates for Shares. The shares of the Corporation shall be represented by certificates signed by the chairman of the Board of Directors or the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

Section 2.     Form of Share Certificates. All certificates representing shares issued by the Corporation shall set forth upon the face or back that the Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

8

Each certificate representing shares shall state upon the face thereof: that the Corporation is organized under the laws of the State of Nevada; the name of the person to whom issued; the number and class of shares, the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement that the shares are without par value. Other matters in regard to the form of the certificates shall be determined by the Board of Directors.

Section 3.     Payment for Shares. No certificate shall be issued for any share until such share is fully paid.

Section 4.     Form of Payment for Shares. The consideration for the issuance of shares shall be paid in accordance with the provisions of the Corporation’s Articles of Incorporation.

Section 5.     Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority for such transfer shall be given only to the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Corporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 6.     Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE VIII
Fiscal Year; Annual Audit

The fiscal year of the Corporation shall end on the last day of December of each year. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the Board of Directors.

ARTICLE IX
Dividends

Dividends upon the stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in the Corporation’s own stock.

9

ARTICLE X
Corporation Seal

The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe.

ARTICLE XI
Amendments

In accordance with the Corporation’s Articles of Incorporation, these Bylaws may be repealed, altered, amended or rescinded by the stockholders of the Corporation only by vote of not less than 75% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the Board of Directors may repeal, alter, amend or rescind these Bylaws by vote of four-fifths of the Board of Directors at a legal meeting held in accordance with the provisions of these Bylaws.

Adopted by the Board of Directors this 2^nd day of October, 2017.

10

EX-99.1

Exhibit 99.1

Cooke Inc. acquires Omega Protein Corporation

SAINT JOHN, NEW BRUNSWICK, CANADA and HOUSTON, TEXAS, USA – December 19, 2017 – Cooke Inc. (“Cooke”), a New Brunswick company and parent of Cooke Aquaculture Inc., today announced the completion of its acquisition of Omega Protein Corporation (NYSE: OME) (“Omega Protein”), a nutritional product company and a leading integrated provider of specialty oils and specialty protein products.

Under terms of the transaction, Cooke has acquired all outstanding shares of Omega Protein for $22 per share in cash, or a total value of approximately $500 million USD.

“The acquisition of Omega Protein will help further diversify the supply side of our business and supports our strategy of responsible growth as a leader in seafood production,” said Glenn Cooke, CEO of Cooke Inc. “We are bringing together two innovative fishery teams with a passion for delivering superior products, service, and value to our customers in a safe and environmentally sustainable manner.”

Cooke Aquaculture Inc. has achieved Best Aquaculture Practices (BAP) certification for our North and South American salmon aquaculture operations. BAP is the world’s only aquaculture certification program that covers the entire production chain (hatcheries, feed mills, farms and processing plants). Omega Protein is on track to be approved by the Marine Stewardship Council (MSC). The MSC is the only wild-capture fisheries certification and ecolabelling program that meets best practice requirements set by both the United Nations Food and Agriculture Organization (UNFAO) and ISEAL, the global membership association for sustainability standards.

Omega Protein is a century-old nutritional product company that develops, produces and delivers healthy products throughout the world to improve the nutritional integrity of foods, dietary supplements and animal feeds. Omega Protein's mission is to help people lead healthier lives with better nutrition through sustainably sourced ingredients such as highly-refined specialty oils, specialty protein products and nutraceuticals.

The Company operates seven manufacturing facilities located in the United States, Canada and Europe. Prior to the closing of the acquisition, the Company operated more than 30 vessels to harvest menhaden, a fish abundantly found in the Atlantic Ocean and Gulf of Mexico. Going forward, these vessels will be operated by Alpha VesselCo Holdings, Inc.

“With over 1,000 employees and a purchase price of $500 Million USD, Omega Protein is the largest acquisition in the 32-year history of Cooke”, added Glenn Cooke. “We started our family-operated company in 1985 and through the hard work of our employees have grown to become a fully integrated global seafood leader offering a wide array of farmed and wild-caught products to customers around the world.”

www.cookeseafood.com		www.truenorthseafood.com
	-1-

The animal feed ingredients produced by Omega Protein are an important component in Cooke Aquaculture’s production of healthy Atlantic salmon, making this acquisition a strategic move that greatly enhances Cooke’s vertical integration.

The Cooke family of companies includes global aquaculture divisions under Cooke Inc. and its wholly-owned subsidiary Cooke Aquaculture Inc. as well as a Canadian aquaculture division operated by its affiliate, Kelly Cove Salmon Ltd. The company also includes seafood divisions under Cooke Seafood USA, Inc. and Icicle Seafoods, Inc. Cooke Aquaculture Inc. is a vertically-integrated aquaculture corporation based in Blacks Harbour, New Brunswick, Canada with salmon farming operations in Atlantic Canada, the United States (Maine and Washington), Chile and Scotland as well as seabass and seabream farming operations in Spain. Aquaculture operations include land-based juvenile production, marine farms, processing and distribution facilities and a global sales and marketing team as well as a full value chain service and supply sector.

In 2015, the Cooke family entered the wild fishery, creating Cooke Seafood USA, Inc. which acquired Wanchese Fish Company, Inc. In 2016, the family expanded its investments in the wild fisheries through their acquisitions of Icicle Seafoods, Inc., in the USA and the assets of Fripur S.A., the largest fishing company in Uruguay. With the acquisition of Omega Protein, the Cooke family of companies now employ approximately 6,000 people world-wide.

CONTACTS:

Joel Richardson, VP Public Relations, Cooke Inc.

(506) 721-1093, Joel.Richardson@cookeaqua.com

Ben Landry, Director of Public Affairs, Omega Protein Corporation

713-623-0060, publicaffairs@omegaprotein.com

www.cookeseafood.com		www.truenorthseafood.com
	-2-