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 and Exchange Act of 1934
Date of report (Date of earliest event reported) February 27, 2013
PHI, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Louisiana | | 0-9827 | | 72-0395707 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | |
| 2001 SE Evangeline Thruway, Lafayette, Louisiana | | 70508 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(337) 235-2452
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 5.02(b) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 27, 2013, Arthur J. Breault, Jr. informed the Board of Directors (the “Board”) of PHI, Inc. (the “Company”) that he would retire from the Board effective upon the conclusion of the Board’s regularly scheduled meeting on February 28, 2013. Mr. Breault’s retirement was due to ongoing health issues.
| Item 5.03(a) | Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year |
Effective February 28, 2013, the Board amended Section 3.1 of the Company’s Amended and Restated By-laws to change the size of the Board from seven persons to a number set from time to time by resolution of the Board. The Amended and Restated By-laws, as so amended, are filed herewith as Exhibit 3(ii).
| Item 9.01 | Financial Statements and Exhibits |
| | 3(ii) | Amended and Restated By-laws of PHI, Inc. (as amended through February 28, 2013). |
SIGNATURES
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.
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| | | | PHI, Inc. |
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| Date: March 4, 2013 | | | | By: | | /s/ Trudy M. McConnaughhay |
| | | | Name: | | Trudy M. McConnaughhay |
| | | | Title: | | Chief Financial Officer and Secretary |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 3(ii) | | Amended and Restated By-laws of PHI, Inc. (as amended through February 28, 2013) |
