Form 8-K
8-K — AstroNova, Inc.
Accession: 0001193125-26-368764
Filed: 2026-08-26
Period: 2026-08-26
CIK: 0000008146
SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d618841d8k.htm (Primary)
EX-3.1 (d618841dex31.htm)
EX-3.2 (d618841dex32.htm)
EX-99.1 (d618841dex991.htm)
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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): August 26, 2026
ASTRONOVA, INC.
(Exact name of registrant as specified in its charter)
Rhode Island
0-13200
05-0318215
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
600 East Greenwich Avenue
West Warwick, RI 02893
(Address of principal executive offices) (Zip Code)
(401) 828-4000
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, $0.05 Par Value
ALOT
NASDAQ Global Market
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. ☐
Introductory Note
On August 26, 2026 (the “Closing Date”), AstroNova, Inc. (the “Company”), completed its previously announced merger (the “Merger”) with Orion Merger Parent, Inc., a Delaware corporation (“Parent”), and Orion MergerCo X, Inc., a Rhode Island corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of June 16, 2026 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”).
Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). The Merger became effective upon the issuance of a certificate of merger by the Rhode Island Secretary of State following the filing of Articles of Merger in accordance with the Rhode Island Business Corporation Act (the “RIBCA”) (the time at which the Merger became effective, the “Effective Time”).
The following is a summary description of the Merger and certain related transactions and events. This summary is not intended to be complete. The Merger Agreement and other documents described in this Current Report on Form 8-K are filed or furnished as exhibits hereto and are incorporated herein by reference. The following description is qualified in its entirety by reference to the full text of such documents.
Item 1.02
Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, on the Closing Date, all outstanding obligations under the Amended and Restated Credit Agreement, dated as of July 30, 2020 (as amended from time to time, the “Credit Agreement”), by and among the Company, certain subsidiaries of the Company party thereto from time to time, and Bank of America, N.A., as lender, were repaid in full and the Credit Agreement was terminated. In connection with such termination, all liens and guarantees granted or made in connection with the Credit Agreement were released.
The foregoing description of the termination of the Credit Agreement is qualified in its entirety by reference to the full text of (i) the Credit Agreement, (ii) the Amended and Restated Security and Pledge Agreement, dated as of July 30, 2020, by and between the Company and Bank of America, N.A., and (iii) the Open-End Mortgage Deed to Secure Present and Future Loans under Chapter 25 of Title 34 of the Rhode Island General Laws, Assignment of Leases and Restated, Security Agreement and Fixture Filing, dated as of July 30, 2020, by and between the Company and Bank of America, N.A. (as amended from time to time), each of which was previously filed with the Securities and Exchange Commission (the “SEC”).
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 1.02, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, the Company completed the Merger. At the Effective Time, each share of common stock, par value $0.05 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent or the Company as treasury stock or otherwise, or by their respective direct or indirect wholly owned subsidiaries (“Cancelled Shares”)) was converted into the right to receive $29.00 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). Cancelled Shares were cancelled and retired without any consideration.
Treatment of Equity Awards. At the Effective Time, the outstanding equity awards of the Company were treated as follows:
•
Company Stock Options. Each option to acquire shares of Company Common Stock (each, a “Company Stock Option”) (whether vested or unvested) was fully vested, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such option and (ii) the excess, if any, of $29.00 over the applicable exercise price, less applicable withholding taxes. Each Company Stock Option with an exercise price equal to or greater than $29.00 was cancelled for no consideration.
•
Company RSUs. Each Company restricted stock unit that vests solely based on continued service was fully vested, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock subject to such restricted stock unit and (ii) $29.00, less applicable withholding taxes.
•
Company PSUs. Each Company performance-based restricted stock unit that was outstanding and earned was fully vested, cancelled and converted into the right to an amount in cash, without interest, equal to the product of (i) the number of shares of Common Stock determined to be earned and vested and (ii) $29.00, less applicable withholding taxes.
•
Company RSAs. Each Company restricted stock award covering shares of Company Common Stock (including those under the Non-Employee Director Annual Compensation Program) was fully vested (free of all restrictions), cancelled and converted into the right to receive $29.00 per underlying share of Common Stock, less applicable withholding taxes.
•
Company SSPAs. Each stock-settled performance award outstanding under the Long-Term Incentive Program (each, a “Company SSPA”) was cancelled and converted into the right to receive an amount in cash, without interest, determined by the Human Capital and Compensation Committee of the Board of Directors in accordance with the terms of the Company SSPAs.
Payment Mechanics. Parent designated Computershare Trust Company, N.A. as paying agent (the “Paying Agent”). As promptly as practicable after the Effective Time, and in any event within three (3) business days, the Paying Agent will mail to each holder of record of Common Stock immediately prior to the Effective Time a letter of transmittal and instructions for surrendering certificates (or book-entry shares) in exchange for the Merger Consideration. No interest will be paid or will accrue on the Merger Consideration. Any funds remaining unclaimed by former stockholders twelve (12) months after the Effective Time will be returned to the Surviving Corporation, upon demand, and former stockholders may thereafter look only to the Surviving Corporation for payment.
No Appraisal Rights. Under the RIBCA, holders of Common Stock are not entitled to dissenters’ or appraisal rights in connection with the Merger.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, on the Closing Date, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the closing of the Merger and requested that Nasdaq (i) suspend trading of the Common Stock on the Nasdaq Global Market and (ii) file a Form 25 (Notification of Removal
from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC to delist the Common Stock from the Nasdaq Global Market and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Common Stock on the Nasdaq Global Market will be suspended after the close of trading on August 26, 2026.
The Company intends to file with the SEC a Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act) requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, holders of Common Stock ceased to have any rights as stockholders of the Company (other than the right to receive the Merger Consideration), the Common Stock was delisted from the Nasdaq Global Market, and the registration of the Common Stock under the Exchange Act is in the process of being terminated as described in Item 3.01 above.
Item 5.01
Changes in Control of Registrant.
The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, a change in control of the Company occurred as a result of the consummation of the Merger. As a result of the Merger, the Company became a wholly owned subsidiary of Parent.
The total amount of the consideration paid in connection with the change in control was approximately $241.9 million in the aggregate, based on approximately 8,406,925 shares of Common Stock outstanding immediately prior to the Effective Time (including shares underlying equity awards that were cancelled and converted into the right to receive cash as described in Item 2.01 above), at a price of $29.00 per share.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
Departure of Directors. In connection with the Merger and at the written request of Parent, Darius Nevin, Jorik Ittmann, Shawn Kravetz, Alexis Michas, Mitchell Quain, Yvonne Schlaeppi and Richard Warzala resigned from the Company’s Board of Directors, with such resignations effective immediately prior to the Effective Time.
Appointment of Directors and Officers. In connection with the consummation of the Merger and immediately following the Effective Time, Parent and the Surviving Corporation caused Thomas W. Carll and Padraig Finn to be elected as the directors of the Surviving Corporation and certain of the officers of the Company to be appointed as the officers of the Surviving Corporation, such that the directors and officers of the Surviving Corporation are as follows:
Directors: Thomas W. Carll and Padraig Finn
Officers: Jorik Ittmann, President and Chief Executive Officer; Thomas W. Carll, Senior Vice President, Aerospace; Thomas D. DeByle, Vice President, Chief Financial Officer and Treasurer; Padraig Finn, Senior Vice President, Product Identification; and Michael J. Natalizia, Vice President, Technology & Strategic Alliances and Chief Technology Officer
Indemnification of Former Directors and Officers. Pursuant to the Merger Agreement, the Surviving Corporation is obligated to maintain, for a period of six (6) years following the Effective Time, all rights to indemnification and exculpation from liability existing in favor of former directors and officers of the Company. In addition, Parent has caused the Company to obtain, prior to the Effective Time, a six-year prepaid “tail” directors’ and officers’ liability insurance policy.
Termination of 2018 Equity Incentive Plan. Effective as of the Effective Time, the Corporation’s 2018 Equity Incentive Plan (as amended to date, the “2018 Plan”) was terminated. From and after the Effective Time, outstanding awards issued under the 2018 Plan will solely represent the right to receive cash as described in Item 2.01 above.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, in accordance with the Merger Agreement, the articles of incorporation of the Surviving Corporation were amended and restated so as to read in their entirety as set forth in Exhibit A to the Merger Agreement. A copy of the Amended and Restated Articles of Incorporation of the Surviving Corporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation, except that references to Merger Sub’s name were replaced with references to the Surviving Corporation’s name. A copy of the Amended and Restated Bylaws of the Surviving Corporation is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On August 26, 2026, the Company and Parent issued a joint press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained under this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
2.1*
Agreement and Plan of Merger, dated as of June 16, 2026, by and among AstroNova, Inc., Orion Merger Parent, Inc. and Orion MergerCo X, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026).
3.1
Restated Articles of Incorporation of the Surviving Corporation.
3.2
Amended and Restated Bylaws of the Surviving Corporation.
99.1
Press Release, dated August 26, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally to the SEC upon request copies of any omitted schedules and exhibits; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished.
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.
ASTRONOVA, INC.
Dated: August 26, 2026
By: /s/ Thomas D. DeByle
Thomas D. DeByle
Vice President, Chief Financial Officer and Treasurer
EX-3.1
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EX-3.1
Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
ASTRONOVA, INC.
Pursuant to the provisions of Section 7-1.2-906 of the General
Laws of Rhode Island, 1956, as amended, the undersigned corporation adopts the following Restated Articles of Incorporation:
ARTICLE 1.
The name of the corporation is AstroNova, Inc.
ARTICLE 2.
The period of its duration is
perpetual.
ARTICLE 3.
The purpose
or purposes which the corporation is authorized to pursue are: To carry on the business of an investment and holding company and to transact any or all other lawful business for which corporations may be incorporated under the Rhode Island Business
Corporation Act, as the same may be from time to time amended hereafter.
ARTICLE 4.
The total number of shares which the corporation has the authority to issue is 1,000 shares of common stock, $0.001 par value per share.
ARTICLE 5.
Existing provisions limiting
or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation are: Stockholders shall not have any preemptive or other right to subscribe for or acquire any capital stock of any class (including stock
held by the corporation in its treasury) which may be issued, sold or otherwise disposed of by the corporation from time to time, at such price and otherwise upon such terms as the Board of Directors shall determine.
ARTICLE 6.
Existing provisions of the
articles of incorporation for the regulation of the internal affairs of the corporation are: None.
ARTICLE 7.
The name and address of the initial registered agent/office in Rhode Island is C T Corporation System, 450 Veterans Memorial Parkway, Suite 7A, East
Providence, Rhode Island, 02914.
ARTICLE 8.
A director of the Company will not be personally liable to the Company or its shareholders for monetary damages for breach of the director’s duty as a
director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of
the law; (iii) liability imposed pursuant to the provisions of Section 7-1.2-811 of the General Laws of Rhode Island, 1956; or (iv) for any transaction
from which the director derived an improper personal benefit. If the Rhode Island Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director
to the Company or its shareholders will be eliminated or limited to the fullest extent permitted by the Rhode Island Business Corporation Act, as so amended. Any repeal or modification of the provisions of this Article by the Company will not
adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification.
ARTICLE 9.
In addition to the authority conferred upon the Board of Directors of the Company by
Section 7-1.2-814 of the General Laws of Rhode Island, 1956, the Board of Directors of the Company may include provisions in its
by-laws, or may authorize agreements to be entered into with each director or officer, for the purpose of indemnifying such director in the manner and to the extent provided herein.
(a)
For the purposes of this Article, when used herein:
(i)
“Loss” means any amount which a director or officer is legally obligated to pay for any claim for
Covered Acts and will include, without being limited to, damages, settlements, fines, penalties or, with respect to employee benefit plans, excise taxes or penalties;
(ii)
“Expenses” means expenses incurred in connection with the defense against any claim for Covered
Acts, including, without being limited to, legal accounting or investigative fees and expenses;
(iii)
“Covered Act” means any act or omission of a director or officer in the director’s or
officer’s official capacity with the Company.
(b)
The by-law provisions or agreements authorized hereby may provide that
the Company will, subject to the provisions of this Article, pay on behalf of a director or officer any Loss or Expenses arising from any claim or claims which are made against the director or officer by reason of any Covered Act of the director or
officer.
(c)
The by-law provisions or agreements authorized hereby may cover Loss or
Expenses arising from any claims made against a director or officer no longer serving in an official capacity, the estate, heirs or legal representative of a deceased director or officer or the legal representative of an incompetent, insolvent or
bankrupt director or officer, where the director or officer was a director or officer at the time the Covered Act upon which such claims are based occurred.
(d)
The by-law provisions or agreements authorized hereby may provide for
the advancement of Expenses to a director or officer prior to the final disposition of any action, suit or proceedings, or any appeal therefrom, involving such director or officer and based on the alleged commission by such director or officer of a
Covered Act, subject to an undertaking by or on behalf of such director or officer to repay the same to the Company if indemnification is not permitted under Section (e) below.
(e)
The by-law provisions or agreements authorized hereby may not indemnify
a director or officer from and against any Loss, and the Company shall not reimburse for any Expenses, in connection with any claim or claims made against a director or officer for: (i) any breach of the director’s or officer’s duty
of loyalty to the Company or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) liability imposed pursuant to the provisions of 7-1.2-811 of the General Laws of Rhode Island, 1956; (iv) a transaction from which the person seeking indemnification derived an improper personal benefit; or (v) for an
accounting of profits in fact made from the purchase or sale by the director or officer of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
(f)
The by-law provisions or agreements authorized hereby may contain such
other terms and conditions as the Board of Directors, in its sole discretion, determines to be consistent with the provisions of this Article.
ARTICLE 10.
Any action required or
permitted to be taken at any annual or special meeting of shareholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and are delivered to the Company.
ARTICLE 11.
Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or such committee.
ARTICLE 12.
The Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as heretofore amended,
and supersede the original articles of incorporation and all amendments thereto. The Restated Articles of Incorporation will be effective upon filing.
IN WITNESS WHEREOF, the undersigned corporation has caused these Restated Articles of Incorporation to be
executed by its duly authorized officer as of the date set forth below.
ASTRONOVA, INC.
By:
/s/ Jorik Ittmann
Name: Jorik Ittmann
Title: President and Chief Executive Officer
Date: August 26, 2026
EX-3.2
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Exhibit 3.2
ASTRONOVA, INC. (THE “CORPORATION”)
AMENDED AND RESTATED BYLAWS
Adopted August 26, 2026
ARTICLE 1.
OFFICES
1.01. Registered Office. The Corporation shall maintain a registered office and shall have a registered agent whose business
office is the same as the registered office.
1.02. Principal Executive Office. The principal office of the Corporation shall be at
the principal place of business of the Corporation and shall not be its registered office.
1.03. Other Offices. The Corporation
may also have offices at such other places both within and without the State of Rhode Island as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE 2.
MEETINGS OF
SHAREHOLDERS
2.01. Place of Meetings. All meetings of the shareholders for the election of directors shall be held at the
principal business office of the Corporation, or at such other place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of shareholders for any other purpose may be held at such time
and place, within or without the State of Rhode Island, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.02. Annual Meeting. Annual meetings of shareholders shall be held at such date and time as shall be designated from time to time by
the Board of Directors. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the
meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 2.02, and if he should so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
2.03. Voting List. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the
number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, either on a reasonably
accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation. The list shall
also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.
2.04. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the chief executive officer and shall be called by the chief executive officer or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of
shareholders owning at least twenty-five percent (25%) of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the notice.
2.05. Notice of Meeting. Written notice of the annual and each special meeting of
shareholders, stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote
at such meeting.
2.06. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
2.07. Voting. Unless otherwise provided in the certificate of incorporation or any shareholders’ agreement of the Corporation,
each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of applicable law or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
2.08. Action of Shareholders Without Meeting. Unless otherwise provided in the certificate of incorporation, any action required to be
taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.
2.09. Remote Attendance. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures
as the Board of Directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication: (a) participate in a meeting of shareholders and (b) be deemed present in person
and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed
present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any shareholder or
proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
2
ARTICLE 3.
BOARD OF DIRECTORS
3.01.
Powers. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.
3.02. Number and
Term. The number of directors constituting the Board of Directors shall be not more than ten nor less than one, as fixed from time to time in these bylaws or by action of the Board of Directors. The number of directors shall be two. The
directors shall be elected at the annual meeting of the shareholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be shareholders.
3.03. Resignations. Any director or member of a committee may resign at any time. That resignation shall be made in writing, and shall
take effect at the time specified therein, and if no time be specified, at the time of its receipt by the chief executive officer or secretary. The acceptance of a resignation shall not be necessary to make it effective.
3.04. Removal of Directors. Unless otherwise restricted by the certificate of incorporation or by law and subject to the terms of any
shareholders’ agreement of the Corporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the voting power entitled to vote at an election of directors.
3.05. Vacancies. Unless otherwise provided in any shareholders’ agreement of the Corporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Unless otherwise provided in any shareholders’ agreement of the Corporation, if there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as
constituted immediately prior to any such increase), the Rhode Island Superior Court may, upon application of any shareholder or shareholders holding at least ten percent of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office, subject to the requirements and terms of any
shareholders’ agreement of the Corporation.
3.06. Meetings. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Rhode Island. The first meeting of each newly elected Board of Directors shall be held immediately following each annual meeting of shareholders and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.
Regular meetings
of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
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Special meetings of the Board of Directors may be called by the chief executive officer upon
notice to each director; special meetings shall be called by the chief executive officer or secretary in like manner and on like notice on the written request of two directors unless the Board of Directors consists of only one director, in which
case special meetings shall be called by the chief executive officer or secretary in like manner and on like notice on the written request of the sole director.
3.07. Quorum. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
3.08. Action Without Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or committee.
3.09. Remote Attendance. Unless
otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of
conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
3.10. Committees. Subject to the requirements and terms of any shareholders’ agreement of the Corporation, the Board of Directors
may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation as appointed by the Board of Directors. Subject to the
requirements and terms of any shareholders’ agreement of the Corporation, the Board of Directors shall designate the directors who shall serve as members of the committees and may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided
in the resolutions of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and
assets, recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
3.11. Compensation of Directors. Directors shall not receive any stated salary for their services as directors or as members of
committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. No such payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
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ARTICLE 4.
OFFICERS
4.01.
Officers. The officers of the Corporation shall be elected by the Board of Directors and may consist of a president, a secretary and such other officers as the Board of Directors may determine, including a chief executive officer, a chief
financial officer and one or more vice presidents. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant financial officers. Any number of offices may be held by the same person. In
addition to the offices described in these bylaws, the Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
4.02. Salary. The salaries (if any) of all officers of the
Corporation shall be fixed by the Board of Directors or a committee thereof.
4.03. Term. The officers of the Corporation shall
hold office until their successors are chosen and qualified or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
4.04. The
Chief Executive Officer. The chief executive officer of the Corporation shall have, subject to the powers of the Board of Directors, general charge of the business affairs and property of the Corporation, and control over its officers, agents
and employees, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or
as may be provided in these bylaws.
4.05. The President. The president of the Corporation, if any, shall have, subject to the
powers of the Board of Directors and the chief executive officer, the general charge of the business affairs and property of the Corporation, and control over its offices, agent and employees, and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The president shall have such other powers and perform such other duties as may be prescribed by the chief executive officer or the Board of Directors or as may be provided in these bylaws.
4.06. The Vice Presidents. In the absence of the president or in the event of his or her inability or refusal to act, the vice
president, if such an officer be elected, (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the Board of Directors may
from time to time prescribe or as may be provided in these bylaws.
4.07. The Chief Financial Officer. The chief financial officer,
if such an officer be elected, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the transactions as chief financial officer and of the financial
condition of the Corporation. The chief financial officer shall perform such other duties and have such other powers as the Board of Directors or the chief executive officer (or president, in the absence of a chief executive officer) may from time
to time prescribe or as may be provided in these bylaws.
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4.08. The Secretary. The secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors. He shall have charge of the corporate seal (if any) and the stock records of the Corporation and such other
books and papers as the Board of Directors may direct, and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or chief executive officer (or president, in the absence of a chief executive
officer) or as may be provided in these bylaws.
4.09. The Assistant Secretary. The assistant secretary, if any, or if there be
more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or chief executive officer (or president, in the absence of a
chief executive officer) or as may be provided in these bylaws.
4.10. The Treasurer. In the absence of a chief financial officer
or in the event of his or her inability or refusal to act, the treasurer, if such an officer be elected, shall perform the duties of the chief financial officer, and when so acting, shall have all the powers of and be subject to all the restrictions
upon the Chief Financial Officer. The treasurer shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or chief executive officer (or president, in the absence of a chief executive officer) or as
may be provided in these bylaws.
ARTICLE 5.
INDEMNIFICATION
5.01.
Definitions. As used herein, the following terms will have the following respective meanings:
(a) “Covered Act”
means any act or omission of an Indemnified Person in the Indemnified Person’s official capacity with the Corporation.
(b)
“Excluded Claim” has the meaning set forth in Section 5.04.
(c)
“Expenses” means expenses in connection with the defense against any claim for Covered Acts, including, without being limited to, legal, accounting or investigative fees and expenses.
(d) “Indemnified Person” means any director or officer of the Corporation.
(e) “Loss” means any amount which an Indemnified Person is legally obligated to pay for any claim for Covered Acts
including, without being limited to, damages, settlements, fines, penalties or, with respect to employee benefit plans, any excise taxes or penalties.
(f) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
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5.02. Indemnification. Subject to the exclusions hereinafter set forth, the
Corporation agrees that it will indemnify the Indemnified Person against and hold the Indemnified Person harmless from any Loss or Expenses to the fullest extent permitted by the Act or required by applicable law or a court of appropriate
jurisdiction.
5.03. Advance Payment of Expenses. The Corporation agrees that it will pay the Expenses of the Indemnified Person in
advance of the final disposition of any Proceeding except to the extent that the defense of a claim against the Indemnified Person is undertaken pursuant to any directors’ and officers’ liability insurance maintained by the Corporation.
The advance payment of Expenses will be subject to the Indemnified Person’s first agreeing in writing with the Corporation to repay the sums paid by it hereunder if it is thereafter determined that the Proceeding involved an Excluded Claim or
that the Indemnified Person was otherwise not entitled to indemnity under this Article.
5.04. Exclusions. The Corporation will not
be liable to pay any Loss or Expenses (an “Excluded Claim”):
(a) For which payment is actually made to or on behalf of
the Indemnified Person under such directors’ and officers’ liability insurance policy as may be maintained by the Corporation (except for any excess beyond the amount covered by such insurance);
(b) For which the Indemnified Person is otherwise indemnified or reimbursed;
(c) With respect to a Proceeding in which a final judgment or other final adjudication determines that the Indemnified Person is liable to the
Corporation for: (i) a breach of the Indemnified Person’s duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law;
(iii) liability imposed pursuant to the provisions of Section 7-1.2-811 of the Rhode Island Business Corporation Act (the “Act”); or
(iv) any transaction (other than a transaction approved in accordance with Section 7-1.2-807 of the Act) from which the Indemnified Person derived an improper
personal benefit;
(d) For an accounting of profits in fact made from the purchase or sale by the Indemnified Person of securities of the
Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended; or
(e) If a final judgment or
other final adjudication determines that such payment is unlawful.
5.05. Notice to Corporation; Insurance. Promptly after receipt
by the Indemnified Person of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnified Person will, if indemnification with respect thereto may be sought from the Corporation under this Article, notify the
Corporation of the commencement thereof. If, at the time of the receipt of such notice, the Corporation has any directors’ and officers’ liability insurance in effect, the Corporation will give prompt notice of the commencement of such
Proceeding to the insurer in accordance with the procedures set forth in the policy or policies. The Corporation will thereafter take all necessary or desirable action to cause such insurer to pay all Loss and Expenses payable as a result of such
Proceeding in accordance with the terms of such policy or policies.
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5.06. Indemnification Procedures.
(a) Payments on account of the Corporation’s indemnity against Loss will be subject to the Corporation’s first determining that
the Loss results from a claim which is not an Excluded Claim. Such a determination will be made:
(i) By the board of directors by a
majority vote of a quorum consisting of directors not at the time parties to the Proceeding; or
(ii) If a quorum cannot be obtained for
purposes of clause (i) of this subparagraph (a), then by a majority vote of a committee of the board duly designated to act in the matter by a majority vote of the full board (in which designation directors who are parties to the Proceeding may
participate) consisting solely of two or more directors not at the time parties to the Proceeding; or
(iii) By independent legal counsel
designated: (A) by the board of directors in the manner described in clause (i) of this subparagraph (a), or by a committee of the board established in the manner described in clause (ii) of this subparagraph (a), or (B) if the
requisite quorum of the full board cannot be obtained therefor and a committee cannot be so established, by a majority vote of the full board (in which designation directors who are parties to the Proceeding may participate); or
(iv) By the shareholders.
The determination
required by this subparagraph (a) will be made within 60 days of the Indemnified Person’s written request for payment of a Loss, and if it is determined that the Loss is not an Excluded Claim payment will be made forthwith thereafter.
(b) Payment of an Indemnified Person’s Expenses in advance of the final disposition of any Proceeding will be made within 20 days
of the Indemnified Person’s written request therefor. From time to time prior to the payment of Expenses the Corporation may, but is not required to, determine (in accordance with subparagraph (a), above) whether the Expenses claimed may
reasonably be expected, upon final disposition of the Proceeding, to constitute an Excluded Claim. If such a determination is pending, payment of the Indemnified Person’s Expenses may be delayed up to 60 days after the Indemnified
Person’s written request therefor, and if it is determined that the Expenses are not an Excluded Claim, payment will be made forthwith thereafter.
5.07. Settlement. The Corporation will have no obligation to indemnify the Indemnified Person under this Article for any amounts paid
in settlement of any Proceeding effected without the Corporation’s prior written consent. The Corporation will not unreasonably withhold or delay its consent to any proposed settlement. The Corporation may consent to a settlement subject to
the requirement that a determination thereafter will be made as to whether the Proceeding involved an Excluded Claim or not.
5.08.
Rights Not Exclusive. The rights provided hereunder will not be deemed exclusive of any other rights to which the Indemnified Person may be entitled under the Act, any bylaw, agreement, vote of shareholders or of disinterested directors or
otherwise, both as to action in the Indemnified Person’s official capacity and as to action in any other capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Corporation in an official
capacity.
5.09. Enforcement.
(a) The Indemnified Person’s right to indemnification hereunder will be enforceable by the Indemnified Person in any court of competent
jurisdiction and will be enforceable notwithstanding that an adverse determination has been made as provided in Section 5.06 hereof.
(b) In the event that any action is instituted by the Indemnified Person under this Article V to enforce or interpret any of the terms of this
Article V, the Indemnified Person will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnified Person with respect to such action, unless the court determines that each of the
material assertions made by the Indemnified Person as a basis for such action was not made in good faith or was frivolous.
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5.10. Severability. If any provision of this Article V is determined by a court to
require the Corporation to perform or to fail to perform an act which is in violation of applicable law, this Article V shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited
or modified, this Article V shall be enforceable in accordance with its terms.
5.11. Successors and Assigns. This Article V will
be (a) binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets) and (b) binding on and inure to the benefit of the heirs, executors, administrators, and other personal
representatives of an Indemnified Person. The right to indemnification hereunder will cover Loss or Expenses arising from any claims against an Indemnified Person no longer serving in an official capacity and that person’s heirs, executors,
administrators, and other legal representatives where the Indemnified Person was a director or officer at the time the Covered Act upon which such claims are based occurred. If the Corporation sells or otherwise transfers all or substantially all of
its assets to a third party, the Corporation will, as a condition of such sale or other transfer, require such third party to assume and perform the obligations of the Corporation under this Article V.
5.12. Amendment. This Article V may be amended as provided in Article VII hereof but no such amendment of this Article V will adversely
affect the then existing rights of an Indemnified Person hereunder.
ARTICLE 6.
GENERAL PROVISIONS
6.01.
Certificates of Stock. The shares of the Corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the Corporation by the chief executive officer, president or a vice
president, and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
6.02. Lost Certificates. The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to affirm the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
6.03. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made
to the person entitled thereto, and the transaction shall be recorded upon the books of the Corporation.
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6.04. Fixing Record Date. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date in accordance with the
Act. Except as otherwise required by law, a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
6.05. Registered Shareholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner (to the extent such shares are entitled to vote on a particular matter), and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Rhode Island.
6.06. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
6.07. Stock Held by the Corporation. Shares of voting stock or other equity interests issued by another entity and held in the name of
the Corporation may be voted by the chief executive officer or secretary on behalf of the Corporation, on any issue submitted to the shareholders or equity holders of such other entity with respect to which the Corporation is entitled to vote.
6.08. Checks. All checks or demands for money and notes of the Corporation shall be signed by the chief executive officer, the
president, chief financial officer, treasurer any vice president or such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
6.09. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
6.10. Fiscal Year. The
fiscal year of the Corporation shall be set by the Board of Directors.
6.11. Contracts. The Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
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6.12. Inconsistent Provisions. In the event that any provision of these bylaws is or
becomes inconsistent with any provision of the certificate of incorporation, the Act or other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and
effect.
6.13. Notice and Waiver of Notice. Whenever under the provisions of these bylaws, the certificate of incorporation, the
Act or other applicable law, written notice is required to be given to any director, officer or shareholder, it shall not be construed to mean personal notice, but such notice will be deemed given by depositing the same in the United States mail,
postage prepaid, addressed to such shareholder, officer, or director at such address as appears on the Corporation’s current record of shareholders and, such notice shall be deemed to be given at the time when the same shall be deposited in
the United States mail.
Written notice to an officer or director also may be given personally or by facsimile or other electronic
transmission (including e-mail). Written notice to shareholders also may be given personally or by a form of electronic transmission (including e-mail) consented to by
the shareholder to whom the notice is given. If notice to a shareholder is provided by electronic transmission, such notice shall be deemed given: (a) if by facsimile, when directed to a number at which the shareholder has consented to receive
notice; (b) if by electronic mail, when directed to an electronic mail address at which the shareholder has given consent to receive notice; (c) if by posting on an electronic network together with separate notice to the shareholder of
such specific posting upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other electronic transmission, when directed to the shareholder.
Whenever under the provisions of these bylaws, the certificate of incorporation, the Act or other applicable law, notice is required to be
given to any director, officer or shareholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE 7.
AMENDMENTS
Subject to the requirements and terms of any shareholders’ agreement of the Corporation, these bylaws may be altered, amended
or repealed or new bylaws may be adopted by the voting shareholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation or any shareholders’ agreement of the Corporation,
at any regular meeting of the shareholders or of the Board of Directors or at any special meeting of the shareholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice
of such special meeting; provided that the foregoing shall not limit the power of the shareholders to take any such action by written consent as otherwise permitted herein. If the power to adopt, amend or repeal bylaws is conferred upon the Board of
Directors by the certificate of incorporation it shall not divest or limit the power of the shareholders to adopt, amend or repeal bylaws as described herein.
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EX-99.1
EX-99.1
Filename: d618841dex991.htm · Sequence: 4
EX-99.1
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Arcline Investment Management and AstroNova Announce Completion of Transaction
Acquisition extends and expands the opportunity for the businesses of AstroNova to create value for its customers and partners
WEST WARWICK, R.I., August 26, 2026 – AstroNova, Inc. and Arcline Investment Management jointly announced today the
previously announced acquisition of AstroNova by affiliates of Arcline has been completed. Under the terms of the transaction, affiliates of Arcline acquired all outstanding common stock of AstroNova for $29.00 per share in an all-cash transaction.
With the completion of the transaction, AstroNova shareholders are entitled to receive $29.00 in
cash for each share of common stock they owned as of the closing. AstroNova will cease trading and the Company will no longer be listed on the Nasdaq.
Shareholders will soon receive a letter of transmittal and instructions for use in effecting the surrender of any stock certificates (or effective affidavits
of loss in lieu thereof), book-entry shares and/or such other documents as may be required in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates.
Shareholders of the Company that hold shares in street name will receive the merger consideration in their brokerage or similar accounts.
About
AstroNova, Inc.
AstroNova (Nasdaq: ALOT) is a leading provider of mission critical identification and marking solutions in aerospace &
defense and labeling & packaging amongst other industries. The Company designs, manufactures, distributes, and services solutions that enable customers to identify, track, and communicate essential system, product, and safety information
across a wide range of applications and media.
The Aerospace segment is a global leader in providing products designed for airborne printing solutions,
avionics, and data acquisition, including flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies.
The Product
Identification segment delivers end-to-end marking and identification solutions, including hardware, software, and consumables for OEMs, commercial printers, and brand
owners. These solutions are used across labels, flexible packaging, corrugated, and industrial substrates, where durability, traceability, and regulatory compliance are essential.
AstroNova Inc. | 600 East
Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
Arcline Investment Management and AstroNova Announce Completion of Transaction
August 26, 2026
Page 2 of
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For more information, please visit: www.astronovainc.com.
About Arcline
Arcline Investment Management is a
growth-oriented private equity firm with over $30 billion in assets under management. Arcline seeks to build the next generation of Industrial Compounders—market-leading, non-disruptible industrial platforms designed to consistently grow
earnings over decades. For more information, visit www.arcline.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements regarding AstroNova’s future opportunities as a privately held company. These statements are based on expectations, estimates, and assumptions as of the date of this press release and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in or implied by such statements.
These risks and uncertainties include, among
others, the effect of the transaction on AstroNova’s business relationships, operating results, and business generally; risks related to integrating operations following the transaction; and other risks described in AstroNova’s prior
filings with the SEC. AstroNova undertakes no obligation to update any forward-looking statements, except as required by applicable law.
AstroNova
Contact:
Deborah K. Pawlowski, IRC
Alliance Advisors
IR
Email: dpawlowski@allianceadvisors.com
Phone:
716.843.3908
Arcline Contact
Jon Keehner / Tim
Ragones / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Arcline-jf@joelefrank.com
- ### -
AstroNova Inc. |
600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
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Aug. 26, 2026
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