Exhibit 3.2
ARTICLES OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
PUBLIX SUPER MARKETS, INC.
PUBLIX SUPER MARKETS, INC., a corporation organized and
existing under the laws of the State of Florida (the
"Corporation"), in order to amend its Restated Articles of
Incorporation, in accordance with the requirements of Chapter 607,
Florida Statutes, does hereby certify as follows:
1. The Amendment to the existing Restated Articles of
Incorporation of Publix Super Markets, Inc. being effected hereby
is that resulting from completely deleting Article III of the
Restated Articles of Incorporation, as amended through the date
hereof, and substituting in its place a new Article III as set
forth below.
2. This Amendment to the Restated Articles of Incorporation
was approved by the vote of a majority of the stockholders of
Publix Super Markets, Inc. on the 18th day of April, 2006. All
shares of stock of the Corporation are shares of common stock and
there was no group entitled to vote separately.
3. These Articles of Amendment of the Restated Articles of
Incorporation shall be effective immediately upon filing by the
Secretary of State of the State of Florida and hereafter Article
III of the Restated Articles of Incorporation of the Corporation
shall read as follows:
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ARTICLE III
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The amount of common capital stock authorized is
One Billion Dollars ($1,000,000,000) divided into One
Billion (1,000,000,000) shares of stock at a par value of
one dollar ($1.00) per share. The holders of common
capital stock of this Corporation shall have no preemptive
right to subscribe for and purchase their proportionate
share of any additional common capital stock issued by
this Corporation, from and after the issuance of the
shares originally subscribed for by the stockholders of
this Corporation, whether such additional shares be issued
for cash, property, services or any other consideration
and whether or not such shares be presently authorized or
be authorized by subsequent amendment to these Articles of
Incorporation. The Board of Directors of this Corporation
shall have the authority to acquire by purchase and hold
from time to time any share of its issued and outstanding
common capital stock for such consideration and upon such
terms and conditions as the Board of Directors in its
discretion shall deem proper and reasonable in the
interest of this Corporation.
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IN WITNESS WHEREOF, Publix Super Markets, Inc. has
caused these Articles of Amendment of Restated Articles of
Incorporation to be executed by its President and Secretary this
18th day of April, 2006.
PUBLIX SUPER MARKETS, INC.
By: /s/ William E. Crenshaw
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William E. Crenshaw, President
Attest: /s/ John A. Attaway, Jr.
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John A. Attaway, Jr., Secretary
STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me
this 18th day of April, 2006 by WILLIAM E. CRENSHAW and
JOHN A. ATTAWAY, JR., President and Secretary respectively of
PUBLIX SUPER MARKETS, INC., a Florida corporation, on behalf of
said corporation, who are personally known to me.
/s/ Elizabeth S. Whatley
--------------------------------
Notary Public - State of Florida
Elizabeth S. Whatley
MY COMMISSION # DD129720 EXPIRES
September 8, 2006
BONDED THRU TROY FAIN INSURANCE, INC.
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Printed Name Commission #
Commission Expiration Date