Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 17, 2022, the board of directors of Pioneer Power Solutions, Inc.
(the "Company") approved an amendment to the Company's existing bylaws (the
"Amendment"), which will be as of January 17, 2022. The Amendment amends and
restates Article II, Section 2.5 of the Company's existing bylaws in their
entirety to lower the number of holders of the shares entitled to vote at a
meeting of stockholders constituting a quorum, in person or by proxy, from a
majority to one-third. Specifically, the restated Section 2.5 states that "(a)
at all meetings of stockholders except where otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the presence, in person or by
proxy duly authorized, of the holders of one-third of the outstanding shares of
stock entitled to vote shall constitute a quorum for the transaction of
business. Shares, the voting of which at said meeting have been enjoined, or
which for any reason cannot be lawfully voted at such meeting, shall not be
counted to determine a quorum at said meeting. In the absence of a quorum, any
meeting of stockholders may be adjourned, from time to time, by vote of the
holders of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting. At such adjourned meeting at which a quorum
is present or represented, any business may be transacted which might have been
transacted at the original meeting. The stockholders present at a duly called or
convened meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. (b) Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, all action taken by the holders of
a majority of the voting power represented at any meeting at which a quorum is
present shall be valid and binding upon the corporation."
The foregoing description of the Amendment is qualified by reference to the
Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to the Bylaws of Pioneer Power Solutions, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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