SEC Info - Acco Brands Corp. - ‘8-K’ for 12/5/22

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Acco Brands Corp. – ‘8-K’ for 12/5/22

On: Wednesday, 12/7/22, at 1:39pm ET · For: 12/5/22 · Accession #: 950170-22-26132 · File #: 1-08454

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/07/22  Acco Brands Corp.                 8-K:5,9    12/05/22   11:436K                                   Donnelley … Solutions/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     60K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    230K 
 6: R1          Document And Entity Information                     HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- acco-20221205_htm                   XML     16K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- acco-20221205_lab                     XML     42K 
 5: EX-101.PRE  XBRL Presentations -- acco-20221205_pre              XML     32K 
 3: EX-101.SCH  XBRL Schema -- acco-20221205                         XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    18K 
11: ZIP         XBRL Zipped Folder -- 0000950170-22-026132-xbrl      Zip     49K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C:

8-K

i 0000712034 i false i --12-3100007120342022-12-052022-12-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM i 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): i December 05, 2022

i ACCO BRANDS Corp

(Exact name of Registrant as Specified in Its Charter)


i Delaware	i 001-08454	i 36-2704017
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i Four Corporate Drive
i Lake Zurich, i Illinois		i 60047
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: i (847) i 541-9500

(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:

i ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐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
i Common Stock, par value $0.01 per share	i ACCO	i New York Stock Exchange

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 i ☐

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.

Effective December 5, 2022, the Board of Directors (the “Board”) of ACCO Brands Corporation (the “Company”), approved the amendment and restatement of the Company’s By-laws, as amended (the “By-laws”), effective immediately. Among other things, the amendments effected by the By-laws:

•

address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;

•

enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional information about the ownership of securities;

•

adopt a majority of the votes on the matter cast voting standard, such that abstentions and broker non-votes have no effect on the vote; and

•

adopt an exclusive forum provision designating U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended, and further enable the Company to initiate an action against a stockholder to enforce the exclusive forum requirements should the stockholder sue, or threaten to sue, in another jurisdiction.

The By-laws also include certain technical, conforming, modernizing and clarifying changes. The foregoing description is qualified in its entirety by the By-laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Item 9.01	Exhibits.
(d) Exhibits
Exhibit	Description
3.1	Amended and Restated By-laws of ACCO Brands Corporation, effective as of December 5, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

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.


			ACCO Brands Corporation

Date:	December 7, 2022	By:	/s/ *Pamela R. Schneider*
			Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	12/7/22	None on these Dates
For Period end:	12/5/22
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Acco Brands Corp.                 10-K       12/31/23  132:22M                                    Donnelley … Solutions/FA
 5/25/23  Acco Brands Corp.                 S-8         5/25/23    6:166K                                   Donnelley … Solutions/FA
 2/24/23  Acco Brands Corp.                 10-K       12/31/22  140:26M                                    Donnelley … Solutions/FA

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Filing Submission 0000950170-22-026132 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)