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): December 10, 2015
SUNCOKE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35243 | | 90-0640593 |
| (State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
| 1011 Warrenville Road, Suite 600 | | |
| Lisle, Illinois | | 60532 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (630) 824-1000
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:
| ¨ | 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)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 10, 2015, the Board of Directors of SunCoke Energy, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated By-Laws (the “Bylaws”), changing Section 2.11 of the Bylaws to revise the voting standard for uncontested director elections to a majority vote standard and to adopt a director resignation policy for directors who fail to receive a greater number of votes cast “for” than “against” in an uncontested election (not counting “abstentions” and “broker non-votes”).
The foregoing description is qualified in its entirety by reference to the Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
A copy of the Company’s amended and restated By-laws is filed herewith as Exhibit 3.1, in accordance with Item 601(b)(3) of Regulation S-K (17 CFR 229.601(b)(3).
(d)Exhibits
| | |
Exhibit
No. | | Description |
| |
| 3.1 | | By-laws of SunCoke Energy, Inc. (Amended and Restated as of December 10, 2015) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| SUNCOKE ENERGY, INC. |
| |
| By: | | /s/ Fay West |
| | Fay West |
| | Senior Vice President and |
| | Chief Financial Officer |
Date: December 15, 2015
EXHIBIT INDEX
| | |
Exhibit
No. | | Exhibit |
| |
| 3.1 | | By-laws of SunCoke Energy, Inc. (Amended and Restated as of December 10, 2015). |
