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PANTRY INC Form 8-K: Current report, 2014

PANTRY INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-12-18: Form 8-K; Period of report 2014-12-17; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
  • 2014-12-10: Form 8-K; Period of report 2014-12-05; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2014-12-09: Form 8-K; Period of report 2014-12-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2014-10-07: Form 8-K; Period of report 2014-10-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-12-188-K2014-12-171.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 On December 18, 2014, The Pantry, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Couche-Tard U.S. Inc. (“Parent”) and CT-US Acquisition Corp. (“Merger Sub”).
5.03 On December 17, 2014, the Board approved an amendment (the “Amendment”) to the Amended and Restated By-Laws of the Company (the “By-Laws”), effective immediately upon adoption by the Board, to re-designate Article VII, Section 6 as Article VII, Section 7, and add a new Article VII, Section 6, providing that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the DGCL, the certificate of incorporation of the Company or the By-Laws (in each case, as may be amended from time to time); or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine, shall be in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, subject to the court’s having personal jurisdiction over the indispensable parties named therein.
8.01 On December 18, 2014, the Company and Parent issued a joint press release announcing entry into the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
d839736d8k.htm
2014-12-108-K2014-12-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (e) On December 5, 2014, the Compensation and Organization Committee (the “Committee”) of the Board of Directors approved the fiscal 2015 performance requirements under the Company’s Annual Incentive Program (the “AIP”), which is part of the Company’s 2007 Omnibus Plan (the “Omnibus Plan”).a12-5x2014xform8xk.htm
2014-12-098-K2014-12-092.02 Results of Operations and Financial Condition2.02 On December 9, 2014, The Pantry, Inc. issued a press release and presentation announcing, among other things, the results for its fourth fiscal quarter and fiscal year ended September 25, 2014.a09252014-form8xk.htm
2014-10-078-K2014-10-072.02 Results of Operations and Financial Condition2.02 On October 7, 2014, The Pantry, Inc. ("the Company") issued a press release announcing certain preliminary estimated merchandise and fuel results for its fourth fiscal quarter and fiscal year ended September 25, 2014.a10-07x2014form8xk.htm
2014-07-308-K2014-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2014, The Pantry, Inc. issued a press release and presentation announcing, among other things, the results for its third fiscal quarter ended June 26, 2014.a06262014-form8xk.htm
2014-05-238-K2014-05-211.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On May 21, 2014, the Board of Directors (the "Board") of the Company increased the size of the Board to ten (10) members and appointed Ross J. Pillari as a director with a term expiring at the Company's next annual meeting of stockholders.
a05-21x2014form8xk.htm
2014-05-018-K2014-05-012.02 Results of Operations and Financial Condition2.02 On May 1, 2014, The Pantry, Inc. issued a press release and presentation announcing, among other things, the results for its second fiscal quarter ended March 27, 2014.a03272014-form8xk.htm
2014-03-318-K2014-03-251.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a03252014-form8xk.htm
2014-03-198-K2014-03-131.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders1.01 Entry into a Material Definitive Agreement.
5.07 The Company held its Annual Meeting of Stockholders on March 13, 2014.
a03-13x2014xform8xk.htm
2014-02-068-K2014-02-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 3, 2014, P. Joseph Venezia, Senior Vice President, Operations, resigned from The Pantry, Inc. effective February 14, 2014 to pursue another career opportunity.a02-03x2014xform8xk.htm
2014-01-308-K2014-01-302.02 Results of Operations and Financial Condition2.02 On January 30, 2014, The Pantry, Inc. issued a press release announcing, among other things, the results for its first fiscal quarter ended December 26, 2013.a12262013-form8xk.htm