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): March 18, 2022
| LOWE’S COMPANIES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| North Carolina | 1-7898 | 56-0578072 | ||||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
| 1000 Lowes Blvd. | ||||||||||||||||||||||||||
| Mooresville, | NC | 28117 | ||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||
| Registrant’s telephone number, including area code | (704) | 758-1000 | ||||||||||||||||||||||||
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)) | ||||
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, par value $0.50 per share | LOW | New York Stock Exchange | ||||||||||||
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. | ||||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 18, 2022, the Board of Directors (the “Board”) of Lowe’s Companies, Inc. (the “Company”) approved certain amendments (the “Amendments”) to the Company’s Bylaws (the “Bylaws”) that became effective immediately upon approval by the Board. The Amendments were made to align the Bylaws with recent amendments to the North Carolina Business Corporation Act relating to (i) shareholder meetings held solely by means of remote communication and (ii) the presumption of director assent to actions taken at a meeting of the Board and its committees. The Amendments were made to Article II, Sections 4, 6, 10 and 13 and Article III, Section 10 of the Bylaws. In addition to the provisions described above, the Amendments include various conforming and clarifying changes.
The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 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.
| Date: March 23, 2022 | LOWE’S COMPANIES, INC. | ||||||||||
| By: | /s/ Ross W. McCanless | ||||||||||
| Name: | Ross W. McCanless | ||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||