UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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) June 16, 2017
Altaba Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 811-23264 | 77-0398689 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 140 East 45th Street, 15th Floor, New York, New York | 10017 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrants telephone number, including area code (646)679-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a- 12 under the Exchange Act (17 CFR240.14a- 12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 — Other Events
| Item 8.01 | Other Events. |
On June 16, 2017, Yahoo! Inc. (“Yahoo”) changed its name to Altaba Inc. (the “Fund”) and registered with the Securities and Exchange Commission as anon-diversified,closed-end management investment company.
The Board of Directors of the Fund also scheduled the Fund’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”) for Tuesday, October 24, 2017. The record date for the 2017 Annual Meeting is September 6, 2017. The date of the 2017 Annual Meeting represents a change of more than 25 days from the anniversary of Yahoo’s 2016 annual meeting of stockholders held on June 30, 2016 (the “2016 Annual Meeting”). As a result, the deadlines for stockholders to submit proposals and nominations of directors as set forth in the Fund’s definitive proxy statement for the 2016 Annual Meeting are no longer effective.
Under the Fund’s Amended and Restated Bylaws, in order for stockholder proposals, including director nominations, to be presented at the 2017 Annual Meeting (other than by means of inclusion in the proxy materials under Rule14a-8 described below), the Fund must receive proper notice at the Fund’s principal executive offices not later than the close of business on Monday, June 26, 2017, addressed to the Secretary of the Fund at “Attention: Secretary, Altaba Inc., 140 East 45th Street, 15th Floor, New York, New York 10017”. The notice must include all of the information required by the Fund’s Amended and Restated Bylaws.
Stockholder proposals, including director nominations, intended for inclusion in the Fund’s definitive proxy statement for the 2017 Annual Meeting pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended, must be received at the Fund’s principal executive offices no later than Friday, June 30, 2017 (which the Fund believes is a reasonable time before the Fund begins to print and send its proxy materials), addressed to the Secretary of the Fund at “Attention: Secretary, Altaba Inc., 140 East 45th Street, 15th Floor, New York, New York 10017.”
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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.
| ALTABA INC. | ||||||
| Date: June 16, 2017 | By: | /s/ Arthur Chong | ||||
| Name: | Arthur Chong | |||||
| Title: | General Counsel and Secretary | |||||
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