Franchise Group, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 09/19/2019   Download
SEC Document
SEC Filing

On September 19, 2019, Liberty Tax, Inc., now Franchise Group, Inc. (the “Company”), filed certain amendments (the “Amendments”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, following approval by written consent in lieu of a meeting by the holders of the shares of the Company’s outstanding capital stock representing a majority of the total number of votes of the Company’s capital stock and distribution of an information statement to the Company’s stockholders. The Amendments provide for, among other things, changing the Company’s name to “Franchise Group, Inc.”; increasing the number of authorized shares of the Company to 200,000,000, of which authorized shares 180,000,000 shares will be common stock, par value $0.01 per share (“Common Stock”), and 20,000,000 shares will be preferred stock of the Company, par value $0.01 per share; a requirement that all holders of Common Stock will receive consideration in the same form and of the same kind and amount, calculated on a per share basis, in certain fundamental transactions; and that certain transactions with persons owning 20% or more of the then outstanding Common Stock will require (i) the approval of 66-2/3% of the voting power of the Company’s capital stock held by unaffiliated stockholders, (ii) the approval of independent directors or (iii) the satisfaction of certain price requirements. In addition, certain other conforming and ministerial changes to the Certificate of Incorporation were made in connection with the changes described above. The Amendments became effective upon filing with the Secretary of State of the State of Delaware.