STRATTEC SECURITY CORP Files 8-K: Director Changes & Bylaw Updates

TL;DR

STRATTEC SECURITY CORP filed an 8-K on Oct 23, 2024, reporting director changes and bylaw amendments.

AI Summary

On October 23, 2024, STRATTEC SECURITY CORPORATION filed an 8-K report detailing several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and corporate governance documents can signal shifts in company strategy or management focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is primarily procedural, reporting routine corporate governance changes without immediate financial implications.

Key Players & Entities

• STRATTEC SECURITY CORPORATION (company) — Registrant
• Wisconsin (location) — State of Incorporation
• 3333 West Good Hope Road, Milwaukee, Wisconsin 53209 (location) — Principal Executive Offices

FAQ

Filing Documents

• strt-20241023.htm (8-K) — 114KB
• strt-ex3_ex-3-1-articles.htm (EX-3.EX-3-1-ARTICLES) — 54KB
• strt-ex3_ex-3-2-bylaws.htm (EX-3.EX-3-2-BYLAWS) — 212KB
• strt-ex10_ex-10-1-eip.htm (EX-10.EX-10-1-EIP) — 176KB
• img191328311_0.jpg (GRAPHIC) — 68KB
• 0000950170-24-116723.txt ( ) — 836KB
• strt-20241023.xsd (EX-101.SCH) — 26KB
• strt-20241023_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year. Approval of Amendment to the Amended and Restated Articles of Incorporation On October 23, 2024, the shareholders of the Company approved and the Board of Directors adopted an Amendment to the Amended and Restated Articles of Incorporation which eliminates the classification of the Board of Directors so that each director will stand for election annually. Prior to this amendment, the Amended and Restated Articles of Incorporation required the Board of Directors to be divided into three classes, as nearly equal in number as possible, as determined by the Board of Directors; each class of directors previously served staggered, three-year terms, with the term of office of one class expiring each year. The Amendment to the Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Wisconsin on October 23, 2024, and is effective as of October 23, 2024. A copy of the Amendment of the Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K in its entirety and is incorporated herein by reference. Approval of Amended and Restated By-Laws On October 23, 2024, the Board of Directors adopted Amended and Restated By-Laws which (i) incorporated certain amendments to the Company's By-Law as adopted by the Board of Directors on August 21, 2024, which amended Section 2.01 of Article II of the By-Laws to revise the periods during which advance notice of certain shareholder proposals and certain shareholder nominations of directors must be provided in connection with annual and certain special meetings of shareholders, and (ii) revised Section 3.02 to provide for annual terms of elections of directors. The amendments to Section 3.01 of the By-Laws are consistent with the adoption of the Amendment to the Amended and Restated Articles of Incorporation, described above, which the shareholders of the Company

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As of the close of business on August 21, 2024, the record date for the Annual Meeting, 4,102,852 common shares were outstanding and entitled to vote. At the Annual Meeting, 3,987,335, or approximately 97.19%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 957,569 broker non-votes. At the Annual Meeting, the shareholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company's Proxy Statement. Proposal No. 1. Approve Amendment to Amended and Restated Articles of Incorporation. The Company's shareholders approved the amendment to the Company's Amended and Restated Articles of Incorporation set forth in the section "Proposal No. 1 – Amendment of Articles" in the Proxy Statement, with 72.84% of the total eligible shares voted being cast "for" the proposal. Voting results on this proposal were as follows: For 2,988,652 Against 7,536 Abstain 497 Broker Non-Votes 0 Proposal No. 2. Election of Directors. The Company's shareholders elected, with the respective votes set forth opposite their names, the following persons to the Company's Board of Directors to hold office until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified: Name For Against Abstain Broker Non-Vote Tina Chang 2,911,722 83,680 1,283 0 Thomas J. Florsheim, Jr. 2,948,095 47,306 1,284 0 F. Jack Liebau, Jr. 2,940,162 55,239 1,284 0 Bruce M. Lisman 2,952,803 42,566 1,316 0 Jennifer L. Slater 2,988,432 6,974 1,279 0 Matteo Anversa 2,988,662 6,694 1,329 0 Proposal No. 3. Advisory Vote to Approve Executive Compensation. The Company's shareholders, by adopting a non-binding advisory resolution, approved the 2023 compensation of the Company's named executive officers, with 78.55% of the shares vo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1* Amendment to Amended and Restated Articles of Incorporation (effective October 23, 2024) 3.2* Amended By-Laws of the Company (effective October 23, 2024) 10.1* (1) STRATTEC SECURITY CORPORATION 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. (1) Management contract or compensatory plan or arrangement SIGNATURE 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. STRATTEC SECURITY CORPORATION By: /s/ Dennis P. Bowe Dennis P. Bowe, Vice President and Chief Financial Officer Date: October 23, 2024

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View this 8-K filing on SEC EDGAR