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): October 18, 2023
Montauk Renewables, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-39919 | 85-3189583 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5313 Campbells Run Road, Suite 200
Pittsburgh, PA 15205
(Address of principal executive offices) (Zip Code)
(412) 747-8700
(Registrant’s telephone number, including area code)
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, par value $0.01 per share | MNTK | The Nasdaq Capital Market |
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; Change in Fiscal Year. |
On October 18, 2023, the Board of Directors (the “Board”) of Montauk Renewables, Inc. (the “Company”) approved the Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws reduces or removes from the advance notice bylaw certain informational requirements regarding a proposing person including: disclosure regarding ownership interests or derivative instruments or short positions held in competitors; the full notional amount underlying any derivative security that constitutes a call equivalent position with respect to any shares of the Company held or maintained by such proposing person; and reduces the scope of the definition of “derivative security” for purposes of derivative instrument disclosure.
The Amended and Restated Bylaws also amends or removes certain provisions related to stockholder proposals and director nominations, including the authority of the Secretary of the Company, the Board, or any committee of the Board to: request additional information or written verification to demonstrate the accuracy of previously-provided information with respect to proposing stockholders, proposed nominees, and proposed business; and request written supplements to previously provided information.
The Amended and Restated Bylaws also removes from the definition of “Nominating Person” and “Proposing Person” any person “acting in concert” with a stockholder or beneficial owner(s).
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
3.1 | Amended and Restated Bylaws, as adopted on October 18, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
MONTAUK RENEWABLES, INC. | ||||||
Date: October 19, 2023 | By: | /s/ John Ciroli | ||||
Name: | John Ciroli | |||||
Title: | Chief Legal Officer and Secretary |