esca20220816_8k.htm
false 0000033488 0000033488 2022-08-10 2022-08-10
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)   August 10, 2022
 
ESCALADE, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
 
Indiana
(State or Other Jurisdiction of Incorporation)
 
0-6966 13-2739290
(Commission File Number) (IRS Employer Identification No.)
 
817 Maxwell Avenue, Evansville, Indiana 47711
(Address of Principal Executive Offices) (Zip Code)
 
(812) 467-1358
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(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 (see General Instruction A.2. below):
 
 
☐
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 Name of Exchange on which registered  
Common Stock, No Par Value ESCA The NASDAQ Stock Market LLC  
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.                                     ☐
 
1
 
 
--12-31
Section 5 – Corporate Governance and Management
 
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 10, 2022, the Board of Directors of Escalade, Incorporated ("Escalade") approved certain amendments to Escalade’s Amended By-laws. Those amendments change Escalade’s fiscal year from a 52-53 week fiscal year to a calendar year effective as of January 1, 2023, allow for meetings of stockholders to be held remotely, and updated provisions regarding annual meetings of stockholders. The amendments, and a redlined version of the changed provisions, are attached as Exhibits 3.1 and 3.2, respectively, which Exhibits are incorporated herein by reference.
 
Item 9.01   Financial Statements and Exhibits
 
 
(d)
Exhibits
 
 
Exhibit
Description
     
 
3.1
 
3.2
 
104
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: August 16, 2022 ESCALADE, INCORPORATED
   
  By: /s/ STEPHEN R. WAWRIN
   
  Stephen R. Wawrin, Vice President and Chief Financial Officer
 
2

 

EXHIBIT 3.1

 

ESCALADE, INCORPORATED

AMENDMENTS TO AMENDED BY-LAWS

August 10, 2022

 

Article II, Section 1 “Annual Meeting” of the Corporation’s Amended By-Laws was deleted in its entirety and replaced with the following:

“Section 1. Annual Meeting. An annual meeting of the Corporation’s stockholders shall be held each year on such date and hour as shall be determined by the Board of Directors and designated in the notice of such annual meeting provided in accordance with Article II, Section 4 and applicable law. Failure to hold an annual meeting of stockholders at such designated time shall not affect the validity of any corporate action of the Corporation.”

Article II, Section 3 “Place of Meetings” of the Corporation’s Amended By-Laws was deleted in its entirety and replaced with the following:

“Section 3. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Indiana, or may be held solely by means of remote communication, as shall be designated by the Board of Directors.”

Article IX, Section 1 “Fiscal Year” of the Corporation’s Amended By-Laws was deleted in its entirety and replaced with the following:

“Section 1. Fiscal Year. Through and including December 31, 2022, the fiscal year of the Corporation shall end on the last Saturday of December in each year and such fiscal year shall have begun on the day immediately following the last day of the preceding fiscal year. Commencing January 1, 2023 and thereafter, the fiscal year shall begin on January 1 and end on December 31 in each year.”

 

 

EXHIBIT 3.2

 

ESCALADE, INCORPORATED

AMENDMENTS TO AMENDED BY-LAWS

August 10, 2022 (marked to show changes against prior provisions)

 

Article II, Section 1 “Annual Meeting” of the Corporation’s Amended By-Laws:

 

“Section 1. Annual Meeting. The An annual meeting of the Corporation’s stockholders shall be held on the fourth Friday of April of each year or at on such other date and hour as shall be designated from time to time determined by the Board of Directors and set forth in the notice of said and at such time and place as designated by the Boarddesignated in the notice of such annual meeting provided in accordance with Article II, Section 4 and applicable law. Failure to hold an annual meeting of stockholders at such designated time shall not affect the validity of any corporate action of the Corporation.”

 

Article II, Section 3 “Place of Meetings” of the Corporation’s Amended By-Laws:

 

“Section 3. Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Indiana , or may be held solely by means of remote communication, as shall be designated by the Board of Directors.”

 

Article IX, Section 1 “Fiscal Year” of the Corporation’s Amended By-Laws:

 

“Section 1. Fiscal Year. The Through and including December 31, 2022, the fiscal year of the Corporation shall end on the last Saturday of December in each year and the succeeding such fiscal year shall begin have begun on the day next succeeding immediately following the last day of the preceding fiscal year. Commencing January 1, 2023 and thereafter, the fiscal year shall begin on January 1 and end on December 31 in each year.”