Current Report Filing (8-k)
August 20 2015 - 9:24AM
Edgar (US Regulatory)
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) August 14, 2015
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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| North Carolina | | 1-7898 | | 56-0578072 | |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
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| 1000 Lowe’s Blvd., Mooresville, NC | 28117 | |
| (Address of principal executive offices) | (Zip Code) | |
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| Registrant’s telephone number, including area code | (704) 758-1000 | |
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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.04 | | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On August 14, 2015, the plan administrator of the Lowe’s 401(k) Plan (the “Plan”) sent Lowe’s Companies, Inc. (the “Company”) the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 of a change in the investment fund structure for the Plan. The notice indicated that Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts or to obtain a distribution from the Plan, beginning on September 24, 2015 and lasting through October 1, 2015 (the “Blackout Period”).
On August 20, 2015, the Company sent a notice of the Blackout Period (the “Blackout Period Notice”) to the members of its board of directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934, informing them that they would be prohibited during the Blackout Period from purchasing or selling shares of the Company’s common stock (including derivative securities pertaining to such shares) that they acquire or have previously acquired in connection with their service or employment as a director or executive officer of the Company.
A copy of the Blackout Period Notice is attached as Exhibit 99.1 and is incorporated by reference. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting Ross W. McCanless, General Counsel, Secretary and Chief Compliance officer, by telephone at (704) 758-1000, or in writing, at Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117.
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Item 9.01 | | Financial Statements and Exhibits |
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(d) | | Exhibits |
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99.1 | | Notice of Blackout Period to Directors and Executive Officers of Lowe’s Companies, Inc., dated August 20, 2015 |
SIGNATURE
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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| LOWE’S COMPANIES, INC. | |
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Date: August 20, 2015 | By: | /s/ Ross W. McCanless | |
| | Ross W. McCanless General Counsel, Secretary and Chief Compliance Officer | |
Exhibit 99.1
LOWE’S COMPANIES, INC.
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DATE: | | August 20, 2015 |
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TO: | | Members of the Board of Directors and Executive Officers |
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FROM: | | Ross W. McCanless, General Counsel, Secretary and Chief Compliance Officer |
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RE: | | Notice Regarding 401(k) Plan Blackout Period and Trading Restrictions |
This notice informs you of an impending “blackout period” under the Lowe’s 401(k) Plan (the “Plan”), during which you will be prohibited from engaging in transactions involving equity securities of Lowe’s Companies, Inc. (the “Company”) that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of the Company.
Reason for the Blackout Period
The Plan will be making changes to the investment funds offered to Plan Participants.
Impact on Affected Plan Rights
As a result of the investment fund changes, Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts or to obtain a distribution from the Plan. This period, during which Plan participants and beneficiaries will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.”
Length of the Blackout Period
The blackout period for the Plan will begin on September 24, 2015 and end on October 1, 2015.
Restrictions on Directors and Executive Officers During the Blackout Period
During the blackout period, directors and executive officers of the Company will be subject to the trading restrictions imposed under Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any of the Company’s equity securities that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of the Company.
Please note the following:
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• | “Equity securities” are defined broadly to include not only the Company’s common stock, but also stock options and other derivatives. |
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• | Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
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• | Among other things, these rules prohibit exercising options granted to you in connection with your service as a director or employment as an executive officer, selling shares of common stock acquired pursuant to such options, selling shares of common stock originally received as restricted stock or selling shares to cover withholding taxes upon the vesting of restricted stock. |
Questions or Additional Information
The rules described above apply in addition to the other restrictions on trading activity under the Company’s Insider Trading Policy. To avoid any inadvertent violations of the blackout period restrictions, you should continue to direct questions about, and requests for pre-clearance of, your transactions in the Company’s securities to me. In addition, during the blackout period, you may obtain, without charge, information about the blackout period, including whether the blackout period has begun or ended, by contacting me at (704) 758-1000, or in writing, at Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117.
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