Hillman Solutions Corp. Files 8-K with Corporate Updates
Ticker: HLMN · Form: 8-K · Filed: Jun 13, 2024 · CIK: 1822492
Sentiment: neutral
Topics: corporate-governance, filing, financial-reporting
TL;DR
Hillman Solutions Corp. filed an 8-K detailing corporate changes and financial updates.
AI Summary
Hillman Solutions Corp. filed an 8-K on June 13, 2024, reporting events that occurred on June 7, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company, formerly known as Landcadia Holdings III, Inc., is incorporated in Delaware and headquartered in Cincinnati, Ohio.
Why It Matters
This 8-K filing signals important corporate governance and financial reporting updates for Hillman Solutions Corp. and its shareholders.
Risk Assessment
Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant negative news or events.
Key Players & Entities
- Hillman Solutions Corp. (company) — Registrant
- Landcadia Holdings III, Inc. (company) — Former company name
- June 7, 2024 (date) — Date of earliest event reported
- June 13, 2024 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- Cincinnati, Ohio (location) — Principal executive offices
FAQ
What specific amendments were made to Hillman Solutions Corp.'s articles of incorporation or bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the provided text.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
What financial statements and exhibits are included with this filing?
The filing mentions the submission of financial statements and exhibits, but the specific content is not detailed in the provided text.
When did Hillman Solutions Corp. change its name from Landcadia Holdings III, Inc.?
The date of the name change from Landcadia Holdings III, Inc. to Hillman Solutions Corp. was August 25, 2020.
What is the SIC code for Hillman Solutions Corp.?
The Standard Industrial Classification (SIC) code for Hillman Solutions Corp. is 3420, which corresponds to CUTLERY, HANDTOOLS & GENERAL HARDWARE.
Filing Stats: 1,483 words · 6 min read · ~5 pages · Grade level 13 · Accepted 2024-06-13 13:32:26
Key Financial Figures
- $0.0001 — ich registered Common stock, par value $0.0001 per share HLMN The Nasdaq Stock Market
Filing Documents
- hlmn-20240607.htm (8-K) — 80KB
- ex31-hlmnxfourthamendedand.htm (EX-3.1) — 61KB
- ex32hlmn-secondamendedandr.htm (EX-3.2) — 209KB
- hlmn-20240607_g1.jpg (GRAPHIC) — 118KB
- 0001822492-24-000117.txt ( ) — 771KB
- hlmn-20240607.xsd (EX-101.SCH) — 2KB
- hlmn-20240607_lab.xml (EX-101.LAB) — 22KB
- hlmn-20240607_pre.xml (EX-101.PRE) — 13KB
- hlmn-20240607_htm.xml (XML) — 3KB
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendments to the Certificate of Incorporation: As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of Hillman Solutions Corp. (the "Company") held June 7, 2024 (the "Annual Meeting"), stockholders approved certain amendments to the Company's Third Amended and Restated Certificate of Incorporation in order to declassify the Board of Directors of the Company (the "Board") by the 2027 annual meeting of stockholders, eliminate supermajority vote provisions for amending the Company's Certificate of Incorporation and Bylaws, eliminate the sponsor corporate opportunity provision, and eliminate the sponsor business combination provision (the "Approved Certificate Amendments"). These Approved Certificate Amendments were previously approved by the Board, subject to stockholder approval, and became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on June 7, 2024. Additional details of the Approved Certificate Amendments are included in the Company's definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2024. A copy of the Fourth Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Certificate of Incorporation. Amendments to the Bylaws: As disclosed in Item 5.07 below, at the Annual Meeting stockholders approved certain amendments to the Company's Amended and Restated Bylaws in order to eliminate supermajority vote provisions for amending the Company's Bylaws (the "Approved Bylaws Amendments"). These Approved Bylaws Amendments, along with other administrative
07
Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 7, 2024 via live webcast. At the Annual Meeting, the Company's stockholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2024. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting. Proposal 1 - Elect four directors, each for a term that expires in 2027. Name of Nominee Votes For Votes Against Abstentions Broker Non-Votes Diana Dowling 163,655,763 1,788,534 12,501 9,402,268 Teresa Gendron 164,860,228 583,696 12,874 9,402,268 Daniel O'Leary 163,929,233 1,515,196 12,369 9,402,268 John Swygert 164,653,048 791,010 12,740 9,402,268 Based on the voting results set forth above, Ms. Dowling, Ms. Gendron, Mr. O'Leary, and Mr. Swygert were each duly elected as directors with terms expiring at the 2027 Annual Meeting of Stockholders. Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 163,010,607 2,420,711 25,480 9,402,268 Based on the voting results set forth above, the fiscal 2023 compensation of the Company's named executive officers was approved on an advisory basis. Proposal 3 - Amend our certificate of incorporation to declassify the Board by the 2027 Annual Meeting of Stockholders. Votes For Votes Against Abstentions Broker Non-Votes 165,412,613 28,447 15,738 9,402,268 Based on the voting results set forth above, the amendment to our certificate of incorporation to declassify the Board by the 2027 Annual Meeting of Stockholders was approved. Proposal 4 - Amend our certificate of incorporation to eliminate supermajority voting provisions. Votes For Votes Against Abstentions Broker Non-Votes 165,309,936 131,378 15,48
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. 3.1 Fourth Amended and Restated Certificate of Incorporation of Hillman Solutions Corp. , effective as of June 7, 2024 . 3.2 Second Amended and Restated Bylaws of Hillman Solutions Corp . , effective as of June 7, 2024 . Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Date: June 13, 2024 Hillman Solutions Corp. By: /s/ Robert O. Kraft Name: Robert O. Kraft Title: Chief Financial Officer