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Item 5. Other Information

2024-02-14 compared with 2023-11-15 · 19 added, 44 removed, 17 unchanged (79% of the section changed)

OTHER INFORMATION

On November 14, 2023, the Board amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”), effective as of such date.

The Board approved the Bylaws as part of a periodic review by the Board of the Company’s corporate governance documents. 

Among other matters, the amendments included in the Bylaws:

make certain updates in connection with the SEC’s rules relating to universal proxy cards (the “Universal Proxy Rules”), including:

(a) requiring stockholders who intend to engage in a solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) with respect to a director nomination to represent that they intend to solicit the requisite holders required by the Universal Proxy Rules;

(b) requiring stockholders who have delivered to the Company a notice with respect to a director nomination to provide reasonable evidence that they have complied with the Universal Proxy Rules no later than five business days prior to the date of the applicable meeting of the Company’s stockholders;

and (c) reserving white proxy cards for the exclusive use of the Board;

modify the advance notice provisions that are applicable to director nominations and to other business proposed to be brought before a stockholder meeting by a stockholder, which are set forth in Section 2.13 of the Bylaws, to require that the proposing stockholder’s notice to the Company Secretary include, among other things:

(a) information regarding the proposing stockholder’s entry into any derivative or hedging arrangements, instruments or agreements with respect to shares of the Company’s capital stock;

(b) an undertaking to deliver a director questionnaire and other information reasonably requested by the Company with respect to any director nominee proposed by the stockholder;

and (c) if the proposing stockholder intends to engage in a solicitation, a statement disclosing the name of each participant in such solicitation;

update provisions regarding the manner in which a meeting of stockholders may be adjourned and eliminating the requirement that the list of stockholders entitled to vote at a stockholder meeting be available for review during such meeting, in each case to reflect amendments to the Delaware General Corporation Law.

In addition, Section 2.13 of the Bylaws provides that a stockholder’s notice with respect to nominations of persons for election to the Board and the proposal of other business to be considered by stockholders must be received at the principal executive office of the Corporation not later than the close of business on the 120th calendar day, nor earlier than the close of business on the 150th calendar day, prior to the first anniversary of the date that the Company’s proxy statement was mailed or given to stockholders in connection with the Company’s previous year’s annual meeting of stockholders;

provided, however, that if no annual meeting was held in the previous year, if the date of the forthcoming annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement or if the forthcoming meeting is not an annual meeting, then such stockholder’s notice must be received not later than the close of business on the 10th day following the earlier of:

(i) the day on which notice of the date of the forthcoming meeting was mailed or given to stockholders;

and (ii) the day on which public announcement of the date of the forthcoming meeting was made by the Company.

The amendments also include certain other ministerial, clarifying and conforming revisions.

The foregoing summary is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, effective November 14, 2023, a copy of which is attached hereto as Exhibit 3.3 and is incorporated by reference in this Item 5.

A copy of the Amended and Restated Bylaws of the Company, effective November 14, 2023, marked to show the changes to the Bylaws of the Company that were in effect immediately prior to November 14, 2023, is attached hereto as Exhibit 3.4.

During the three -month period ended December 31, 2023, none of the Company’s directors or officers informed the Company of the adoption, modification or termination of a “Rule 10 - b5 - 1 trading arrangement” or “non-Rule 10 - b5 - 1 trading arrangement,” as those terms are defined in Item 408 (a) of Regulation S-K.

Exhibits required to be filed by Item 601 of Regulation S-K are included as Exhibits to this Quarterly Report as follows:

Description of Exhibit

  2.1

Letter Agreement dated as of July 28, 2023 between the Company and H Enterprises International, LLC (“HEI”).

  2.2

Letter Agreement dated as of July 28, 2023 between the Company and H Enterprises International, LLC (“HEI”).

Letter Agreement dated as of September 15, 2023 between the Company and HEI.

  2.3

Letter Agreement dated September 29, 2023 between the Company and HEI.

   3.1

Amended and Restated Certificate of Incorporation of the Company.

   3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.

  3.3

Amended and Restated Bylaws of the Company, effective as of November 14, 2023.

  3.4

Amended and Restated Bylaws of the Company, effective as of November 14, 2023 (marked to show changes to the Bylaws of the Company that were in effect immediately prior to November 14, 2023).

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer.

Section 1350 Certification by the Company’s Chief Executive Officer.

Section 1350 Certification by the Company’s Chief Financial Officer.

Interactive data files pursuant to Rule 405 of SEC Regulation S-T in connection with registrant’s Form 10-Q for the quarterly period ended October 1, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i)      

Unaudited Condensed Consolidated Balance Sheets;

(ii)         Unaudited Condensed Consolidated Statements of Income;

(iii)       

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity;

(iv)       

Unaudited Condensed Consolidated Statements of Cash Flows;

(v)         Notes to Unaudited Condensed Consolidated Financial Statements.

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer.

Section 1350 Certification by the Company’s Chief Executive Officer.

Section 1350 Certification by the Company’s Chief Financial Officer.

Interactive data files pursuant to Rule 405 of SEC Regulation S-T in connection with registrant’s Form 10-Q for the quarterly period ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Unaudited Condensed Consolidated Balance Sheets;

(ii) Unaudited Condensed Consolidated Statements of Income;

(iii) Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity;

(iv) Unaudited Condensed Consolidated Statements of Cash Flows;

(v) Notes to Unaudited Condensed Consolidated Financial Statements.

Cover page Interactive Data File pursuant to Rule 406 of SEC Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

2 unchanged sentences

provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.

Incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K dated August 9, 2011.

Incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.

Incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K dated August 9, 2011.

Incorporated herein by reference to Exhibit 2.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

Incorporated herein by reference to Exhibit 2.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

Incorporated herein by reference to Exhibit 2.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

Incorporated herein by reference to Exhibit 3.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

Filed herewith.

1 unchanged sentence

CROWN CRAFTS, INC.

November 15, 2023

February 14, 2024

Vice President and Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information