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):                                                                                                                December 7, 2015

     MUELLER INDUSTRIES, INC.     
(Exact name of registrant as specified in its charter)

   Delaware   
1-6770
25-0790410
(State or other
(Commission File
(IRS Employer
jurisdiction of
Number)
Identification No.)
incorporation)
   


 
8285 Tournament Drive
   
 
Suite 150
   
 
Memphis, Tennessee
 
38125
 
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code:    (901) 753-3200


Not Applicable
(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:
   ☐
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))
 
 
 
 

 


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2015, the Board of Directors of Mueller Industries, Inc. (the “Company”) approved an amendment to the Company’s By-laws removing the 66 2/3% vote requirement in Article VIII of the By-laws and replacing it with a majority vote requirement. Specifically, Article VIII was amended to require the affirmative vote of the holders of at least a majority of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting together as a single class, for the stockholders to adopt, amend or repeal any by-law.

The foregoing summary is qualified in its entirety by reference to the complete text of the Company’s Amended and Restated By-Laws, as adopted and effective on December 7, 2015, a copy of which is filed herewith as Exhibit 3.1 and incorporated in this Item 5.03 by reference.

Item 9.01  Financial Statements and Exhibits.

(d)

Exhibits:

3.1            Amended and Restated By-laws of the Company, effective as of December 7, 2015.
 
 
 
 
 
 
 

 
 
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.

 
MUELLER INDUSTRIES, INC.
   
   
 
By:  /s/ Gary C. Wilkerson                                            
 
Name:  Gary C. Wilkerson
 
Title:  Vice President, General Counsel and Secretary
Date:  December 9, 2015
 
 
 
 
 
 
 


 
Exhibit Index

Exhibit No.
Description
 
 
3.1
 
 
Amended and Restated By-laws of the Company, effective as of December 7, 2015.