Current Report Filing (8-k)
February 03 2021 - 5:14PM
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
February
3, 2021 (January 28, 2021)
Date
of Report (Date of earliest event reported)
STAFFING
360 SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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)
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641
Lexington Avenue
27th
Floor
New
York, NY 10022
(Address
of principal executive offices)
(646)
507-5710
(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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001
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STAF
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Nasdaq
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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
5.08
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Shareholder
Director Nominations
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Staffing
360 Solutions, Inc. (the “Company”) hereby announces that its Board of Directors, at a meeting on January 28, 2021,
has established May 18, 2021 at 10:00 a.m., New York time, as the date and time for the Company’s 2021 Annual Meeting of
Stockholders (the “2021 Annual Meeting”), and has set March 19, 2021 as the record date for the 2021 Annual Meeting.
The Company will hold its 2021 Annual Meeting in a virtual-only format due to the public health impact of the coronavirus (COVID-19)
pandemic and to support the health and well-being of the Company’s stockholders, management, directors and employees.
Due
to the fact that the date of the 2021 Annual Meeting is more than 30 days prior to the anniversary date of the 2020 Annual Meeting
of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder
nominations.
Pursuant
to the Company’s Amended and Restated Bylaws (the “Bylaws”), stockholders desiring to nominate a director or
bring any other business before the 2021 Annual Meeting must notify the Company’s Secretary in writing prior to the
later of (a) the 90th day prior to the 2021 Annual Meeting, and (b) the tenth day following the date of the
first public announcement of the date of the 2021 Annual Meeting. The 90th day prior to the 2021 Annual Meeting is
February 17, 2021, which is later than the tenth day after the filing of this disclosure. Accordingly, stockholder’s notice,
to be timely received, must be received by the Company’s Secretary by 5:00 p.m., New York time on February 17, 2021 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 February 17, 2021 deadline will also apply in determining whether a stockholder proposal is submitted timely
under Rule 14a-8 and 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
2021 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.
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.
Date:
February 3, 2021
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STAFFING
360 SOLUTIONS, INC.
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By:
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/s/
Brendan Flood
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Brendan
Flood
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Chairman
and Chief Executive Officer
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Staffing 360 Solutions (NASDAQ:STAF)
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