W.R. Grace & Co.

09/22/2021 | Press release | Distributed by Public on 09/22/2021 14:31

Material Modification to Rights of Security Holders (Form 8-K)

Material Modification to Rights of Security Holders.

The information set forth under under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Changes in Control of Registrant.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.03.
In connection with the consummation of the Merger, the Company's Amended and Restated Certificate of Incorporation (as last amended and restated on February 3, 2014) was amended and restated in its entirety, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with the consummation of the Merger, the Company's Amended and Restated Bylaws (as last amended on January 22, 2015) (the "Bylaws") were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger (except (i) the name of the Company remained "W. R. Grace & Co.", and (ii) any provisions required to be included in the Bylaws of the Surviving Corporation pursuant to the Merger Agreement were not amended, altered or repealed), and is filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description of Exhibit
Location
3.1
Amended and Restated Certificate of Incorporation of W. R. Grace & Co.
Filed herewith
3.2
Amended and Restated Bylaws of W. R. Grace & Co.
Filed herewith
101.INS
Inline XBRL Instance Document
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
Filed herewith