Exhibit 3.1
CERTIFICATE OF ELIMINATION
of
SERIES B PREFERRED STOCK
of
DEL FRISCO’S RESTAURANT GROUP, INC.
Pursuant to Section 151(g) of the Delaware General Corporation Law
Del Frisco’s Restaurant Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: That pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Certificate of Incorporation of the Corporation, as may be amended and as effective as of the date hereof (the “Certificate of Incorporation”), the Board of Directors previously adopted resolutions creating and authorizing a series of 100,000 shares of preferred stock, par value $0.001 per share, of the Corporation designated as Series B Preferred Stock (the “Series B Preferred Stock”), subject to the Certificate of Designations of Series B Preferred Stock (the “Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on December 6, 2018.
SECOND: That none of the authorized shares of the Series B Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations.
THIRD: That pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions at a meeting duly called and held on February 1, 2019, approving the elimination of the Series B Preferred Stock:
WHEREAS,the Board previously adopted resolutions creating and authorizing a series of preferred stock designated as Series B Preferred Stock, subject to the Certificate of Designations of Series B Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 6, 2018;
WHEREAS,none of the authorized shares of the Series B Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designations; and
WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the Series B Preferred Stock (the “Elimination”).
NOW, THEREFORE, BE IT RESOLVED, that the Elimination hereby is authorized, approved, and adopted in all respects; and
FURTHER RESOLVED, that each of the Chairman of the Board, Chief Executive Officer, the President, a Vice President, the Treasurer, or Secretary, in each case of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute, and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series B Preferred Stock, and any and all additional documents required to be filed therewith.
