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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): June 14, 2024
SNAP ONE HOLDINGS CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
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001-40683 |
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82-1952221 |
(State
or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1800 Continental Boulevard, Suite 200
Charlotte, North Carolina 28273
(Address of principal executive offices and
zip code)
(704) 927-7620
(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:
| ¨ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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| ¨ |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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| ¨ |
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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: |
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Name
of each exchange
on which registered: |
| Common stock, par value $0.01 per share |
|
SNPO |
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The Nasdaq Global Select 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 x
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
Pursuant
to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 14, 2024, by and among Snap One
Holdings Corp., a Delaware corporation (“Snap One”), Resideo Technologies, Inc., a Delaware corporation (“Resideo”),
and Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“Merger Sub”), Merger Sub was merged
with and into Snap One, with Snap One continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned
subsidiary of Resideo (the “Merger”). The Merger became effective on June 14, 2024 (the “Effective Time”).
At
the Effective Time, (i) each issued and outstanding share of capital stock of Merger Sub was converted into and became one
validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each
issued and outstanding share of common stock of Snap One, par value $0.01 per share (“Snap One Common Stock”) (other than
shares of restricted Snap One Common Stock, and any shares held by Snap One, Resideo, Merger Sub or any other direct or indirect wholly
owned subsidiary of Snap One or Resideo) was converted into the right to receive $10.75 in cash, without interest and less any applicable
withholding taxes (the “Merger Consideration”).
At
the Effective Time, Snap One equity awards were treated as follows: (i) each stock option and cash-settled stock appreciation right
(all of which are “out-of-the-money”) were cancelled for no consideration, (ii) each restricted share was cancelled and
converted into the right to receive the Merger Consideration, (iii) each vested time-based restricted stock unit (including each
phantom restricted stock unit) was cancelled and converted into the right to receive an amount in cash, without interest, equal to (a) the
total number of shares of Snap One Common Stock subject to such restricted stock unit immediately prior to the Effective Time multiplied
by (b) the Merger Consideration, (iv) each performance-based restricted stock unit (“Snap One PSU”) was assumed
by Resideo and automatically converted into a restricted stock unit award with respect to a certain number of shares of common stock of
Resideo, par value $0.001 per share (the “Resideo Common Stock”) equal to (a) the number of shares of Snap One Common
Stock subject to such Snap One PSU immediately prior to the Effective Time (determined based on target performance with respect to Snap
One PSUs for which the performance period was not completed prior to the Effective Time and based on actual performance with respect to
Snap One PSUs for which the performance period was completed prior to the Effective Time), multiplied by (b) the quotient (rounded
to four decimal places) of the Merger Consideration over the volume-weighted average sales price per one share of Resideo Common Stock
on the NYSE for the thirty full trading days ending on and including the full trading day three business days immediately prior to the
Effective Time (the “Exchange Ratio”) (rounded up to the nearest whole share) (the “Converted PSUs”), and (v) each
unvested time-based restricted stock unit (including each unvested phantom restricted stock unit) (“Snap One RSU”) was assumed
by Resideo and automatically converted into a restricted stock unit award (or phantom restricted stock unit award, as applicable) with
respect to a certain number of shares of Resideo Common Stock (“Converted RSUs”) equal to (a) the number of shares of
Snap One Common stock subject to such Snap One RSU immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio
(rounded down to the nearest whole share, with cash in lieu of fractional shares). Following the Effective Time, the Converted PSUs and
Converted RSUs will be subject to the terms of Resideo’s Amended and Restated 2018 Stock Incentive Plan and the other terms and
conditions (other than the performance vesting conditions) that were previously applicable to the corresponding equity award of Snap One.
The
foregoing description of the Merger is only a summary of certain material provisions thereof, does not purport
to be complete, and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
Snap One’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 18,
2024, and which is incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT.
Existing Credit Agreement
In
connection with the consummation of the Merger, on June 14, 2024, Snap One terminated the Credit Agreement, dated as of December 8,
2021 (as amended by Incremental Agreement No. 1 to the Credit Agreement, dated as of October 2, 2022, and Amendment to Credit
Agreement, dated as of April 17, 2023) (the “Credit Agreement”), among Snap One, as borrower, the lenders and letter
of credit issuers party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and swingline
lender. Snap One paid an aggregate amount of approximately $521 million in satisfaction of all of its outstanding obligations under the
Credit Agreement in accordance with its terms.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION
OF ASSETS.
The information contained
in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. As described in the
Introductory Note above, on June 14, 2024, the Merger was completed pursuant to Section 251 of the DGCL and Snap One became
a wholly-owned subsidiary of Resideo. The total transaction value was approximately $1.4 billion, inclusive of Snap One’s net debt
as of the closing of the Merger. The Merger was financed with a combination of cash on hand and equity and debt commitments.
The foregoing description
of the Merger is only a summary of certain material provisions thereof, does not purport to be complete, and is qualified in its entirety
by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Snap One’s Current Report on Form 8-K
filed with the SEC on April 18, 2024, and which is incorporated herein by reference. The Merger Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about Resideo or Snap One
or their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about Resideo or Snap One in their public
reports filed with the SEC. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes
of the Merger Agreement and as of specific dates, were solely for the benefit of the respective parties to the Merger Agreement, may be
subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the parties thereto or of any of their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in Resideo’s or Snap One’s respective public disclosures.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE
OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The information contained
in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO
SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
On June 14, 2024, in
connection with the consummation of the Merger, Snap One (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the
consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the shares of Snap One Common Stock effective
as of the close of trading on June 14, 2024, and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or
Registration (“Form 25”) to delist and deregister the shares of Snap One Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with Snap One’s request, Nasdaq
filed a Form 25 on June 14, 2024, to provide notification of such delisting and to effect the deregistration of the shares of
Snap One Common Stock under Section 12(b) of the Exchange Act. The delisting of Snap One Common Stock from Nasdaq will be effective
10 days after the filing of the Form 25. Snap One intends to file with the SEC a Form 15 requesting that the shares of Snap
One Common Stock be deregistered and that Snap One’s reporting obligations under Sections 13 and 15(d) of the Exchange Act
be terminated.
The information contained
in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF
SECURITY HOLDERS.
The information contained
in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.
The information contained
in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.01.
As a result of the consummation
of the Merger, a change in control of Snap One occurred. Following the consummation of the Merger, Snap One became a wholly owned subsidiary
of Resideo.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors; Election of Directors
As contemplated by the Merger
Agreement, effective as of the Effective Time, each of Erik Ragatz, Jacob Best, John Heyman, Annmarie Neal, Tom Hendrickson, Adalio Sanchez,
Amy Steel Vanden-Eykel and Kenneth R. Wagers III ceased to be directors of Snap One and the committees on which they served, if any, and
the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation until the earlier
of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance
with applicable legal requirements. The directors of the Surviving Corporation immediately following the Effective Time are Jeannine J.
Lane and John Heskett.
Departure of Certain Officers; Appointment
of Certain Officers
As contemplated by the Merger
Agreement, effective as of the Effective Time, John Heyman ceased to be an officer and employee of Snap One and the officers of Merger
Sub immediately prior to the Effective Time became the officers of the Surviving Corporation until the earlier of their resignation or
removal or until their respective successors are duly elected or appointed and qualified, as the case may be, in accordance with applicable
legal requirements. The officers of the Surviving Corporation immediately following the Effective Time are Rob Aarnes, Jeannine J. Lane
and John Heskett.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION
OR BYLAWS; CHANGE IN FISCAL YEAR.
In connection with the consummation
of the Merger, Snap One’s certificate of incorporation and its bylaws, as in effect immediately prior to the Merger, were each amended
and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of Snap One
are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.
ITEM 8.01 OTHER EVENTS
On June 14, 2024, Snap
One issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference into this Item 8.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| * |
Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Snap One agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this
14th day of June, 2024.
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SNAP ONE HOLDINGS CORP. |
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By: |
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/s/ John Heskett |
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Name: |
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John Heskett |
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Title: |
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Treasurer |
Exhibit 3.1
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
SNAP ONE HOLDINGS CORP.
* * * * * * * *
ARTICLE I.
The name of the corporation
is: Snap One Holdings Corp. (the “Corporation”).
ARTICLE II.
The
address of the registered office of the Corporation in the State of Delaware is: 251 Little Falls Drive, Wilmington, New Castle County,
Delaware 19808. The name of the registered agent of the Corporation at such address is the Corporation Service Company.
ARTICLE III.
The nature of the business or
purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE IV.
The total number of shares of
stock which the Corporation shall have authority to issue is 100 shares of Common Stock, each of which shall have a par value of one cent
($0.01) per share.
ARTICLE V.
In furtherance and not in limitation
of the powers conferred by statute, the bylaws of the Corporation may be made, altered, amended or repealed by the stockholders or by
a majority of the entire board of directors of the Corporation (the “Board”).
ARTICLE VI.
Elections of directors need
not be by written ballot.
ARTICLE VII.
(a) The Corporation shall indemnify to the
fullest extent permitted under and in accordance with the laws of the State of Delaware any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person’s conduct was unlawful.
(b) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c) Expenses incurred in defending a civil
or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or
may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf
of the indemnified person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified
by the Corporation as authorized in this Article.
(d) The indemnification and other rights
set forth in this Article VII shall not be exclusive of any provisions with respect thereto in the bylaws of the Corporation or any
other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation.
(e) Neither the amendment nor repeal of
this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with Article VII, shall
eliminate or reduce the effect of this Article VII in respect of any matter occurring before such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise
to a right of indemnification or right to receive expenses pursuant to this Article VII if such provision had not been so amended
or repealed or if a provision inconsistent therewith had not been so adopted.
(f) No director shall be personally liable
to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director; provided, however,
that the foregoing shall not eliminate or limit the liability of a director:
(i) for any breach of the director’s
duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the General
Corporation Law of the State of Delaware; or
(iv) for any transaction from which the
director derived an improper personal benefit.
If the General Corporation Law
of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended.
* * * * * * * *
Exhibit 3.2
SNAP ONE HOLDINGS CORP.
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
THIRD AMENDED AND RESTATED BYLAWS
ARTICLE I.
OFFICES.
The registered office of Snap
One Holdings Corp. (the “Corporation”) shall be located in the state of Delaware and shall be at such address as shall
be set forth in the Certificate of Incorporation. The registered agent of the Corporation at such address shall be as set forth in the
Certificate of Incorporation. The Corporation may also have such other offices at such other places, within or without the State of Delaware,
as the Board of Directors may from time to time designate or the business of the Corporation may require.
ARTICLE II.
STOCKHOLDERS.
Section 1. Annual
Meeting. The annual meeting of stockholders for the election of directors and the transaction of any other business shall be held
on such date and at such time and in such place, either within or without the State of Delaware, as shall from time to time be designated
by the Board of Directors. At the annual meeting any business may be transacted and any corporate action may be taken, whether stated
in the notice of meeting or not, except as otherwise expressly provided by statute or the Certificate of Incorporation.
Section 2. Special
Meetings. Special meetings of the stockholders for any purpose may be called at any time by the Board of Directors, or by the President,
and shall be called by the President at the request of the holders of at least 20% of the outstanding shares of capital stock entitled
to vote. Special meetings shall be held at such place or places within or without the State of Delaware as shall from time to time be
designated by the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other
than that stated in the notice of the meeting.
Section 3. Notice
of Meetings. Written notice of the time and place of any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery, any electronic communication, or by mailing the same to him at his address
as the same appears upon the records of the Corporation at least ten (10) days but not more than sixty (60) days before the day of
the meeting. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered
in connection with such adjournment. Such further notice, if any, shall be given as may be required by law.
Section 4. Quorum.
Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled
to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction
of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.
Section 5. Adjournment
of Meetings. If less than a quorum shall attend at the time for which a meeting shall have been called, the meeting may adjourn from
time to time by a majority vote of the stockholders present or represented by proxy and entitled to vote without notice other than by
announcement at the meeting until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner
and for such time or upon such call as may be determined by a majority vote of the stockholders present or represented by proxy and entitled
to vote. At any adjourned meeting at which a quorum shall be present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
Section 6. Voting
List. The Secretary (or any other officer of the Corporation in the absence of a Secretary) shall prepare and make, at least ten (10) days
before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such list shall be open at the place where the election is to
be held for said ten (10) days, to the examination of any stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder who may be present.
Section 7. Voting.
Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period. Except as otherwise provided by the Certificate of Incorporation,
each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one vote for each share of stock registered
in his name on the record of stockholders. At all meetings of stockholders all matters, except as otherwise provided by statute, shall
be determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to vote on the subject matter.
Voting at meetings of stockholders need not be by written ballot.
Section 8. Record
Date of Stockholders. The Board of Directors is authorized to fix in advance a date not exceeding sixty (60) days nor less than ten
(10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining
the consent of stockholders for any purposes, as a record date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent,
and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock
on the books of the Corporation, after such record date fixed as aforesaid.
Section 9. Action
Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders 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 and shall be delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall
be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Section 10. Conduct
of Meetings. The Chairman of the Board of Directors, or if there be none, or in the Chairman’s absence, the President shall
preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, such presiding person shall have the
power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing
all aspects of the conduct of such meetings.
ARTICLE III.
DIRECTORS.
Section 1. Number
and Qualifications: The Board of Directors shall consist initially of such number of directors as is set forth in the Statement of
the Sole Incorporator, and thereafter shall consist of such number as may be fixed from time to time by resolution of the Board of Directors.
The directors need not be stockholders.
Section 2. Election
of Directors: The directors shall be elected by the stockholders at the annual meeting of stockholders.
Section 3. Duration
of Office: The directors chosen at any annual meeting shall, except as hereinafter provided, hold office until the next annual election
and until their successors are elected and qualify.
Section 4. Removal
and Resignation of Directors: Except as set forth in the Certificate of Incorporation of the Corporation, as such certificate may
be amended by any Certificates of Designation filed by the Corporation, any director may be removed from the Board of Directors, with
or without cause, by the holders of a majority of the shares of capital stock entitled to vote, either by written consent or consents
or at any special meeting of the stockholders called for that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at
any time. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein.
Section 5. Filling
of Vacancies: Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors,
provided, however, that the stockholders removing any director may at the same meeting fill the vacancy caused by such removal,
and provided further, that if the directors fail to fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of directors, the additional directors may be elected by the directors
in office before such increase.
Any person elected to fill
a vacancy shall hold office, subject to the right of removal as hereinbefore provided, until the next annual election and until his successor
is elected and qualifies.
Section 6. Regular
Meetings: The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held
at such times as may be determined from time to time by resolution of the Board of Directors.
Section 7. Special
Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, or by the President
or by any two directors.
Section 8. Notice
and Place of Meetings: Meetings of the Board of Directors may be held at the principal office of the Corporation, or at such other
place as shall be stated in the notice of such meeting. Notice of any special meeting, and, except as the Board of Directors may otherwise
determine by resolution, notice of any regular meeting also, shall be mailed to each director addressed to him at his residence or usual
place of business at least two (2) days before the day on which the meeting is to be held, or if sent to him at such place by facsimile,
telegraph, electronic mail or other electronic means, or cable, or delivered personally or by telephone, not later than the day before
the day on which the meeting is to be held. No notice of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum of directors is present.
Section 9. Business
Transacted at Meetings, etc.: Any business may be transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether such business or proposed action be stated in the notice
of such meeting or not, unless special notice of such business or proposed action shall be required by statute.
Section 10. Quorum:
A majority of the Board of Directors at any time in office shall constitute a quorum. At any meeting at which a quorum is present, the
vote of a majority of the members present shall be the act of the Board of Directors unless the act of a greater number is specifically
required by law or by the Certificate of Incorporation or these Bylaws. The members of the Board of Directors shall act only as the Board
of Directors and the individual members thereof shall not have any powers as such.
Section 11. Compensation:
The directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed
fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.
Section 12. Action
Without a Meeting: 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 the proceedings of the Board of Directors or committee.
Section 13. Meetings
Through Use of Communications Equipment: Members of the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, have the power to participate in a meeting
of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
ARTICLE IV.
COMMITTEES.
Section 1. Executive
Committee: The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate two or more of their
number to constitute an Executive Committee to hold office at the pleasure of the Board of Directors, which Committee shall, during the
intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, subject only to such restrictions or limitations as the Board of Directors may from time
to time specify, or as limited by the Delaware Corporation Law, and shall have power to authorize the seal of the Corporation to be affixed
to all papers which may require it.
Any member of the Executive
Committee may be removed at any time, with or without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a
director shall ipso facto cease to be a member of the Executive Committee.
Any vacancy in the Executive
Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the whole Board
of Directors.
Section 2. Other
Committees: Other committees, whose members need not be directors, may be appointed by the Board of Directors or the Executive Committee,
which committees shall hold office for such time and have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors or the Executive Committee.
Any member of such a committee
may be removed at any time, with or without cause, by the Board of Directors or the Executive Committee. Any vacancy in a committee occurring
from any cause whatsoever may be filled by the Board of Directors or the Executive Committee.
Section 3. Resignation:
Any member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective unless so specified therein.
Section 4. Quorum:
A majority of the members of a committee shall constitute a quorum. The act of a majority of the members of a committee present at any
meeting at which a quorum is present shall be the act of such committee. The members of a committee shall act only as a committee, and
the individual members thereof shall not have any powers as such.
Section 5. Record
of Proceedings, etc.: Each committee shall keep a record of its acts and proceedings, and shall report the same to the Board
of Directors when and as required by the Board of Directors.
Section 6. Organization,
Meetings, Notices, etc.: A committee may hold its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agreed upon. Each committee may make such rules as it may deem expedient for the
regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the Board of Directors, any notice of a meeting
of such committee may be given by the Secretary of the Corporation (or, the absence of a Secretary, any other officer of the Corporation)
or by the chairman of the committee and shall be sufficiently given if mailed to each member at his residence or usual place of business
at least two (2) days before the day on which the meeting is to be held, or if sent to him at such place by facsimile, telegraph,
cable, electronic mail or other electronic means, or delivered personally or by telephone not later than twenty-four (24) hours before
the time at which the meeting is to be held.
Section 7. Compensation:
The members of any committee shall be entitled to such compensation as may be allowed them by resolution of the Board of Directors.
ARTICLE V.
OFFICERS.
Section 1. Number:
The officers of the Corporation shall be a President and a Secretary and such other officers as may be appointed in accordance with the
provisions of this Article V. The Board of Directors in its discretion may also elect a Chairman of the Board of Directors.
Section 2. Election,
Term of Office and Qualifications: The officers, except as provided in Section 3 of this Article V, shall be chosen annually
by the Board of Directors. Each such officer shall, except as herein otherwise provided, hold office until his successor shall have been
chosen and shall qualify. Except as otherwise provided by law, any number of offices may be held by the same person.
Section 3. Other
Officers: Other officers, including one or more vice-presidents, assistant secretaries, treasurer or assistant treasurers, may from
time to time be appointed by the Board of Directors, which other officers shall have such powers and perform such duties as may be assigned
to them by the Board of Directors or the officer or committee appointing them.
Section 4. Removal
of Officers: Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
Section 5. Resignation:
Any officer of the Corporation may resign at any time. Such resignation shall be 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 President or Secretary. The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.
Section 6. Filling
of Vacancies: A vacancy in any office shall be filled by the Board of Directors or by the authority appointing the predecessor in
such office.
Section 7. Compensation:
The compensation of the officers shall be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred
by the Board of Directors.
Section 8. Chairman
of the Board of Directors: The Chairman of the Board of Directors, if any, shall be a director and shall preside at all meetings of
the stockholders and the Board of Directors, and shall have such power and perform such duties as may from time to time be assigned to
him by the Board of Directors.
Section 9. President:
In the absence of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders
and the Board of Directors. He shall have power to call special meetings of the stockholders or of the Board of Directors or of the Executive
Committee at any time. He shall be the chief executive officer of the Corporation, and shall have the general direction of the business,
affairs and property of the Corporation, and of its several officers, and shall have and exercise all such powers and discharge such duties
as usually pertain to the office of President.
Section 10. Vice-Presidents:
The vice-president, or vice-presidents if there is more than one, shall, subject to the direction of the Board of Directors, at the request
of the President or in his absence, or in case of his inability to perform his duties from any cause, perform the duties of the President,
and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. The vice-presidents shall also
perform such other duties as may be assigned to them by the Board of Directors, and the Board of Directors may determine the order of
priority among them.
Section 11. Secretary:
The Secretary shall perform such duties as are incident to the office of Secretary, or as may from time to time be assigned to him by
the Board of Directors, or as are prescribed by these Bylaws.
Section 12. Treasurer:
The Treasurer shall perform such duties and have powers as are usually incident to the office of Treasurer or which may be assigned to
him by the Board of Directors.
ARTICLE VI.
CAPITAL STOCK.
Section 1. No
Certificates of Stock: Certificates of capital stock shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue and shall be signed by the Chairman of the Board of Directors, the President or one of the vice-presidents,
and the Secretary or an assistant secretary or the treasurer or an assistant treasurer, and the seal of the Corporation or a facsimile
thereof shall be impressed or affixed or reproduced thereon, provided, however, that where such certificates are signed by a transfer
agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman of the Board of Directors, President, vice-president, Secretary, assistant secretary, treasurer, assistant treasurer or
other officer may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate
or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed
such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon have not ceased to be such officer
or officers of the Corporation. Notwithstanding the foregoing, the capital stock of the Corporation shall initially be uncertificated.
Section 2. Registration
and Transfer of Shares: The name of each person owning a share of the capital stock of the Corporation shall be entered on the books
of the Corporation together with the number of shares held by him, her or it, the numbers of the certificates, if any, covering such shares
and the dates of acquisition of such shares. The shares of stock of the Corporation held in certificated form shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on surrender
and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.
The shares of stock of the Corporation that are not held in certificated form shall be transferable on the books of the Corporation by
the holders thereof in person, or by their duly authorized attorneys or legal representatives, on delivery of an assignment or power of
transfer. A record shall be made of each transfer.
The Board of Directors may
make other and further rules and regulations concerning the transfer and registration of certificates for stock and may appoint a
transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both.
Section 3. Lost,
Destroyed and Mutilated Certificates: The holder of any stock of the Corporation held in certificated form shall immediately notify
the Corporation of any loss, theft, destruction or mutilation of the certificates therefor. The Corporation may issue a new certificate
of stock in the place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representatives,
to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require,
to indemnify it against any claim that may be made against it by reason of the issue of such new certificate and against all other liability
in the premises, or may remit such owner to such remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
Section 1. General
Discretion of Directors: The Board of Directors shall have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate
of Incorporation, to determine whether any, if any, part of the surplus or net profits of the Corporation shall be declared as dividends
and paid to the stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS.
Section 1. Fiscal
Year: The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December.
Section 2. Corporate
Seal: The corporate seal shall be in such form as approved by the Board of Directors and may be altered at their pleasure. The corporate
seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 3. Notices:
Except as otherwise expressly provided, any notice required by these Bylaws to be given shall be sufficient if given by depositing the
same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled thereto at his address, as the same
appears upon the books of the Corporation, or by sending via facsimile, telegraphing or cabling, or electronic mailing the same to such
person at such addresses; and such notice shall be deemed to be given at the time it is mailed, sent via facsimile, telegraphed, cabled
or electronically mailed.
Section 4. Waiver
of Notice: Any stockholder or director may at any time, by writing, by telegraph, by cable, electronic mail or other electronic means,
waive any notice required to be given under these Bylaws, and if any stockholder or director shall be present at any meeting his presence
shall constitute a waiver of such notice.
Section 5. Checks,
Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall
from time to time be designated by resolution of the Board of Directors.
Section 6. Deposits:
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks, trust companies
or other depositories as the Board of Directors may select, and, for the purpose of such deposit, checks, drafts, warrants and other orders
for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any
officer of the Corporation, or by such agents of the Corporation as the Board of Directors or the President may authorize for that purpose.
Section 7. Voting
Stock of Other Corporations: Except as otherwise ordered by the Board of Directors or the Executive Committee, the President or the
treasurer shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders
of any corporation of which the Corporation is a stockholder and to execute a proxy to any other person to represent the Corporation at
any such meeting, and at any such meeting the President or the treasurer or the holder of any such proxy, as the case may be, shall possess
and may exercise any and all rights and powers incident to ownership of such stock and which, as owner thereof, the Corporation might
have possessed and exercised if present. The Board of Directors or the Executive Committee may from time to time confer like powers upon
any other person or persons.
Section 8. Indemnification
of Officers and Directors: The Corporation shall indemnify any and all of its directors or officers, including former directors or
officers, and any employee, who shall serve as an officer or director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
ARTICLE IX.
AMENDMENTS.
The Board of Directors shall
have the power to make, rescind, alter, amend and repeal these Bylaws, provided, however, that the stockholders shall have power to rescind,
alter, amend or repeal any bylaws made by the Board of Directors, and to enact bylaws which if so expressed shall not be rescinded, altered,
amended or repealed by the Board of Directors. No change of the time or place for the annual meeting of the stockholders for the election
of directors shall be made except in accordance with the laws of the State of Delaware.
* * * * *
Exhibit 99.1
Snap One Announces Completion of Acquisition by Resideo
Jun 14, 2024
CHARLOTTE, N.C., June 14, 2024 (GLOBE NEWSWIRE) -- Snap One Holdings
Corp. (the “Company” or “Snap One”) (Nasdaq: SNPO) is pleased to announce that its acquisition by Resideo Technologies, Inc.,
a Delaware corporation (“Resideo”), was completed today. The acquisition was effectuated by the merger (the “Merger”)
of a wholly-owned subsidiary of Resideo with and into the Company, with the Company surviving the Merger and becoming a wholly-owned subsidiary
of Resideo.
Additional information about Resideo can be found at Resideo.com.
Media Contacts
Danielle Karr
Director, Public Relations & Events
Danielle.Karr@snapone.com
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