UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2025, the Board of Directors (the “Board”) of GMS Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
| · | Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; and |
| · | Incorporate other ministerial, clarifying, and conforming changes. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Third Amended and Restated Bylaws of GMS Inc., effective as of January 23, 2025. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| GMS INC. | |||
| Date: January 24, 2025 | By: | /s/ Scott M. Deakin | |
| Name: | Scott M. Deakin | ||
| Title: | Chief Financial Officer | ||