8-K 1 a8-kbylawamendment1.htm 8-K Document

 
image01.jpg
 

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):  April 30, 2020
 
PROFIRE ENERGY, INC.
(Exact name of registrant as specified in its charter)
     
Nevada 001-36378 20-0019425
(State or other jurisdiction of incorporation) 
Commission
File Number)
 
(IRS Employer
Identification No.)
     
321 South 1250 West, Suite 1, Lindon, Utah
(Address of principal executive offices)
 
84042
(Zip code)
 
(801) 796-5127
(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 (see General Instruction A.2 below):



[   ]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))
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 revise financial standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common, $0.001 Par ValuePFIENASDAQ
Item 5.03Amendments to Articles of Incorporation or Bylaws
  
On April 30, 2020, the Board of Directors (the “Board”) of Profire Energy, Inc. (the “Company”) approved an amendment to Section 1.9 of the Company’s Amended and Restated Bylaws in order to provide for a majority voting standard in uncontested director elections. As amended, the Amended and Restated Bylaws provide that, in uncontested elections, a nominee for director will be elected to the Board only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election.

In all director elections other than uncontested elections, the directors shall be elected by a plurality of the votes cast. 
Item 9.01Financial Statement and Exhibits
Amended and Restated Bylaws of Profire Energy, Inc. Dated April 30, 2020
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.

   PROFIRE ENERGY, INC.
  
  
Date: May 4, 2020By:/s/ Brenton W. Hatch
  Brenton W. Hatch
  Chief Executive Officer