UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): November 22, 2022 |
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Bassett Furniture Industries, Incorporated |
| (Exact Name of Registrant as Specified in Charter) |
| |
| | Virginia | |
| (State or Other Jurisdiction of Incorporation) |
| |
000-00209 | | 54-0135270 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
| | 3525 Fairystone Park Highway | |
Bassett, | Virginia | 24055 |
| (Address of Principal Executive Offices, Zip Code) |
| | | | | | | | | |
Registrant’s telephone number, including area code: (276) 629-6000 |
| | | |
Not applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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 (see General Instruction A.2. below):
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock; | $5.00 | par value | | BSET | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
--11-26
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective November 22, 2022, the Board of Directors of Bassett Furniture Industries, Incorporated (the “Company”), as part of a review of the Company’s governance documents, approved changes to the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”). The amendments, among other things:
| | ● | add provisions regarding the organization of Shareholder meetings; |
| | ● | provide additional clarifying detail regarding the submission of proxies for voting at Shareholder meetings; |
| | ● | expand the scope of disclosures required by a Shareholder seeking to bring a director nomination or other business before a meeting of Shareholders, to include additional information regarding the Shareholder, any affiliates or associates or other parties with whom the Shareholder is acting in concert (each, an “associated person”), and any Shareholder nominee, as applicable; |
| | ● | clarify that, in addition to complying with the advance notice provisions in the By-Laws, each proposing or nominating Shareholder and any associated person must also comply with all applicable requirements under the Company’s organizational documents and applicable law; |
| | ● | add provisions addressing the recently adopted universal proxy rules, including as to representations and requirements for compliance with the Securities Exchange Act of 1934 and Rule 14a-19 promulgated thereunder, the color proxy cards to be used by Shareholders directly or indirectly soliciting proxies from other Shareholders, and timely provision of necessary information to the Company; and |
| | ● | make various other updates, including technical, clarifying, ministerial and conforming changes. |
The foregoing description of amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.1 and is incorporated by reference in this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
| 3.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | BASSETT FURNITURE INDUSTRIES, INCORPORATED
(Registrant) |
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| | |
| Dated: November 23, 2022 | By: | /s/ J. Michael Daniel |
| | | Name: | J. Michael Daniel |
| | | Title: | Senior Vice President—Chief Financial and Administrative Officer |
