UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 21, 2022 (July 20, 2022)
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Commission File Number 001-07436
HSBC USA Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 13-2764867 |
| (State of incorporation) | | (I.R.S. Employer Identification No.) |
| 452 Fifth Avenue, New York, New York | | 10018 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 525-5000
Registrant’s telephone number, including area code
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| 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:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| $100,000,000 Zero Coupon Callable Accreting Notes due January 15, 2043 | HBA/43 | New York Stock Exchange |
| $50,000,000 Zero Coupon Callable Accreting Notes due January 29, 2043 | HBA/43A | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ |
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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. ☐ |
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| Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 20, 2022, the Board of Directors of HSBC USA Inc. (the "Board") approved an amendment to and a restatement of its bylaws (the "Bylaws"), which were effective immediately upon such approval by the Board.
The Bylaws were amended to revise the provision that reserves for the Board the power to appoint certain executive officers and instead rely on the existing delegation to management contained in the Bylaws in order to streamline and simplify executive officer appointments. The appointments of Policy Making Officers will remain a matter solely reserved for the Board. In addition, roles that require Board approval by law and regulation will continue to be presented to the Board for approval.
The foregoing summary is qualified in its entirety by reference to the Bylaws, which are attached as Exhibit 3.2 hereto and are incorporated by reference herein.
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| Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
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| 3.2 | | |
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| 104 | | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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: July 21, 2022
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| HSBC USA INC. |
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| By: | | /s/ WILLIAM L. KUHN IV |
| | William L. Kuhn IV |
| | Executive Vice President and General |
| | Counsel, Regulatory, Disclosure and |
| | Employment Law |
