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
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Date of Report (Date of earliest event reported): August 17, 2023 |
Lindsay Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 1-13419 | 47-0554096 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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18135 Burke Street Suite 100 | |
Omaha, Nebraska | | 68022 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (402) 829-6800 |
(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))
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
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Common Stock, $1.00 par value | | LNN | | 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 August 17, 2023, the Board of Directors of Lindsay Corporation (the “Company”) adopted certain amendments to the By-Laws of the Company to, among other things, (i) revise certain procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of stockholders of the Company, including changes to address new universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934, as amended, (ii) clarify the respective powers of the Board of Directors, the chairperson of a meeting of stockholders, and stockholders to postpone or adjourn meetings of stockholders, and (iii) clarify the respective powers of the Board of Directors and the chairperson of a meeting of stockholders to establish certain rules and regulations for, and make determinations with respect to, meetings of stockholders.
This summary of the amendments does not purport to be complete and is subject to and qualified in its entirety by reference to the complete copy of the Amended and Restated By‑Laws of the Company, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.1 Amended and Restated By-Laws of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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| | | LINDSAY CORPORATION |
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Date: | August 22, 2023 | By: | /s/ Brian L. Ketcham |
| | | Brian L. Ketcham, Senior Vice President and Chief Financial Officer |
