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) March 18, 2016
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina | 1-7898 | 56-0578072 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
1000 Lowe’s Blvd., Mooresville, NC | 28117 | ||
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code | (704) 758-1000 | ||
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On March 18, 2016, the Board of Directors (the “Board”) of Lowe’s Companies, Inc. (the “Company”) approved certain amendments to the Company’s Bylaws (as amended, the “Bylaws”), effective immediately, to implement proxy access. The Bylaws include a new Article I, Section 14 that permits a shareholder, or a group of up to twenty shareholders, owning three percent or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. The Bylaws also include a number of ministerial, clarifying and conforming changes.
The foregoing description is qualified in its entirety by reference to the full text of the Company’s Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 | Bylaws of Lowe’s Companies, Inc., as amended and restated. |
SIGNATURE
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.
LOWE’S COMPANIES, INC. | |||
Date: March 24, 2016 | By: | /s/ Ross W. McCanless | |
Ross W. McCanless General Counsel, Secretary and Chief Compliance Officer | |||
INDEX TO EXHIBITS
Exhibit No. | Description | |
3.1 | Bylaws of Lowe’s Companies, Inc., as amended and restated. | |