UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2023, the Board of Directors (the “Board”) of Lamb Weston Holdings, Inc. (“LW” or the “Company”) approved an amendment and restatement of the Company’s Bylaws, effective immediately (as so amended and restated, the “Amended Bylaws”). Among other changes, the Amended Bylaws: (i) update the procedures and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934), to, among other things, address the universal proxy rules adopted by the Securities and Exchange Commission, reserve the white proxy card for the Board’s exclusive use and extend the procedures and disclosure requirements for director nominations to special meetings; (ii) reflect recent amendments to the Delaware General Corporation Law, including to clarify certain procedures relating to stockholder meetings and electronic signatures; (iii) provide stockholders, beginning with the Company’s annual meeting of stockholders to be held in 2024, with a proxy access right that permits a stockholder (or a group of up to 20 stockholders) that owns 3% or more of the outstanding shares of LW common stock, par value $1.00 per share (“LW Common Stock”), continuously for at least three years to nominate, and have included in the Company’s proxy materials, director nominees constituting 20% of the total number of directors of the Company (rounded down to the nearest whole number, but not less than two), in each case, subject to the requirements, procedures and exceptions set forth in the Amended Bylaws; (iv) specify that certificates representing shares of LW Common Stock will be uncertificated; and (v) make certain other administrative, modernizing, clarifying and conforming changes.
The foregoing summary of the provisions of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 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 | Bylaws of Lamb Weston Holdings, Inc., as amended and restated March 23, 2023 | |
| 104 | Cover Page Interactive Data File (cover page XBRL tags 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 hereunto duly authorized.
| LAMB WESTON HOLDINGS, INC. | |||
| By: | /s/ Eryk J. Spytek | ||
| Name: | Eryk J. Spytek | ||
| Title: | Senior Vice President, General Counsel and Chief Compliance Officer | ||
Date: March 24, 2023