SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37575 |
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68-0680859 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
27th Floor
New York, NY 10022
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Item 5.08Shareholder Director Nominations
Staffing 360 Solutions, Inc. (the “Company”) hereby announces that the Company has established May 30, 2018 at 10:00 a.m., New York time, at the offices of the Company, as the date, time and location for the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), and has set April 10, 2018 as the record date for the 2018 Annual Meeting. Due to the fact that the date of the 2018 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2017 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.
The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that stockholders desiring to nominate a director or bring any other business before the 2018 Annual Meeting must notify the Company’s Secretary in writing prior to 5:00 p.m., New York time on March 26, 2018 (the first business day after the 10th day following the date of the first public announcement of the date of the 2018 Annual Meeting) and must otherwise comply with the requirements set forth in the Bylaws.
Stockholder proposals must comply with the requirements of all applicable laws, including, if applicable, Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in the Company’s proxy materials. The March 26, 2018 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.
Any stockholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the 2018 Annual Meeting or director nomination should be sent to the Company’s Secretary at Staffing 360 Solutions, Inc., 641 Lexington Avenue, Suite 2701, New York, NY 10022.
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.
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Date: March 14, 2018 |
STAFFING 360 SOLUTIONS, INC. |
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By: |
/s/ Brendan Flood |
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Brendan Flood |
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Chairman of the Board and Chief Executive Officer |