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8-KThe WireRoutine

Bylaw Amendment

Filed Mar 8, 2021 · 5y ago · Accession 0001193125-21-073228

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 5, 2021     DUCOMMUN INCORPORATED (Exact name of registrant as specified in its charter)       Delaware   001-08174   95-0693330 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   200 Sandpointe Avenue , Suite 700 , Santa Ana , California   92707-5759 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code (657) 335-3665 N/A (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:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $.01 par value per share   DCO   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; Changes in Fiscal Year. On March 5, 2021, the Board of Directors of Ducommun Incorporated (the “Company”) amended and restated Article III, Section 1(b) of the Company’s Bylaws to provide that the authorized number of directors of the Company shall not be less than six (6) nor more than nine (9) until changed by an amendment to the bylaws with the exact number of directors to be fixed, within such limits from time to time, solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized. In connection with the amendment, the Board of Directors also amended and restated Article III, Section 1(c) to replace such section with a reserved placeholder. This description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the text of the Amendment to Bylaws filed as Exhibit 3.1 to this report.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Title and Description 3.1    Amendment to Bylaws of Ducommun Incorporated dated March 5, 2021. 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.       DUCOMMUN INCORPORATED (Registrant) Date: March 8, 2021     By:      /s/ Christopher D. Wampler       Christopher D. Wampler Vice President, Chief Financial Officer, Controller and Treasurer
Filing details
Ticker
DCO
CIK
30305
Form type
8-K
Filing date
Mar 8, 2021
Report date
Mar 5, 2021
Document
d118351d8k.htm
Size
151 KB