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): November 10, 2022 |
SKYLINE CHAMPION CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Indiana | 001-04714 | 35-1038277 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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755 West Big Beaver Road, Suite 1000 | |
Troy, Michigan | | 48084 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (248) 614-8211 |
(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 | | SKY | | The 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 November 10, 2022, the Board of Directors of Skyline Champion Corporation (the “Company”) amended and restated the Company’s bylaws (the “By-Laws”) to align the By-Laws with the Securities and Exchange Commission’s new requirements regarding universal proxies pursuant to Rule 14a-19 (the “Universal Proxy Rules”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specifically, Article II, Sections 2.6, 2.13(a),(b) and (c) and 2.14(a) of the By-Laws were amended to specify the method of proxy solicitation by shareholders, to add the requirement that all shareholders or controlling person(s) of a shareholder entity proposing business or nominating a director for election at an annual meeting comply with the Exchange Act and to outline the procedures for director nominations under the Universal Proxy Rules.
This description of the By-Law amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws as amended and restated, is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
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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| | | Skyline Champion Corporation |
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Date: | November 16, 2022 | By: | /s/ Robert Spence |
| | | Robert Spence
Senior Vice President,
General Counsel and Secretary |
