EX-3.1.2 2 d361570dex312.htm CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CONN'S, INC. Certificate of Amendment to the Certificate of Incorporation of Conn's, Inc.

Exhibit 3.1.2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF CONN’S, INC.

(“CORPORATION”)

Pursuant to the provisions of Section 242 of the Delaware General Corporation Law, the undersigned Corporation files the following Certificate of Amendment to its Certificate of Incorporation (the Certificate of Incorporation”), which amends Article Four thereof so as to increase the number of shares of capital stock of the Corporation from 41,000,000 to 51,000,000 shares.

I

The same of the Corporation is Conn’s, Inc.

II

The following amendment to the Certificate of Incorporation was adopted by the board of directors of the Corporation on March 27, 2012, and by the stockholders of the Corporation on May 30, 2012:

Article Four of the Corporation’s Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“The aggregate number of shares of capital stock which the Corporation shall have authority to issue is fifty one million (51,000,000) shares of stock, of which fifty million (50,000,000) shares are Common Stock, par value of $0.01 per share (“Common Stock”), and one million (1,000,000) shares are Preferred Stock, par value $0.01 per share (“Preferred Stock”).”

III

The number of votes of holders of capital stock of the Corporation entitled to vote at the time of such adoption was 32,281,495, which represents one vote for each of the 32,281,495 shares of common stock, par value $0.01 per share, outstanding and entitled to vote on the amendment.

IV

The number of votes which voted for the amendment was 26,808,262 while the number of votes which voted against the amendments was 187,888. 4,631 shares abstained from voting on the amendment.

V

This amendment to Article Four of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 30th day of May, 2012.

CONN’S, INC.

By: /s/ Sydney K. Boone, Jr.                                                 

      Sydney K. Boone, Jr.

      Corporate General Counsel and Secretary