ResMed 8-K 2021-09-10

Form 8-K

Filed 2021-09-13. 1 sections, 4K characters. Original on sec.gov · Markdown · JSON

RESMED INC.

Date: September 13, 2021

/s/ David Pendarvis

David Pendarvis

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

September 10, 2021

Date of Report (Date of earliest event reported)

RESMED INC.

(Exact name of registrant as specified in its charter)


DELAWARE		001-15317		98-0152841
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


9001 Spectrum Center Boulevard, San Diego, California 92123
(Address of principal executive offices)

(858) 836-5000

Registrant’s telephone number, including area code

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 (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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, $0.004 par value per share		RMD		New York Stock Exchange

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03	Amendments to Articles of Incorporation or Bylaws

Effective September 10, 2021, the board of directors of ResMed Inc. (“ResMed”) approved and adopted an amendment to the existing bylaws of ResMed, and restated the bylaws.

Threshold for calling special meetings

The board amended the bylaws to provide that a special meeting of stockholders may be called at the written request of holders of at least twenty percent (20%) of the outstanding shares of ResMed entitled to vote. Previously the bylaws had required holders of a majority of the outstanding shares to call a special meeting.

The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

3.1		Seventh Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution September 10, 2021)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.