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
December 17, 2008 (December 17, 2008)
Date of Report
(Date of Earliest Event Reported)
Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
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| Georgia
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1-10312
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58-1134883 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(706) 649-2267
(Registrant’s telephone number, including area code)
(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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Changes
in Fiscal Year.
Amendment to Articles of Incorporation
On December 17, 2008, the shareholders of Synovus Financial Corp. (the “Company”)
approved an amendment (the “Articles Amendment”) to Article 4 of the Company’s articles
of incorporation to authorize the issuance by the Company of up to 100,000,000 shares
of preferred stock. The preferred stock may be issued by the Company’s board of
directors in one or more series, from time to time, with each such series to consist of
such number of shares and to have such voting powers, designations, preferences,
rights, qualifications, limitations and restrictions as determined by the board of
directors.
The Articles Amendment was approved by the board of directors on October 23, 2008,
subject to shareholder approval, and was effective upon approval by the Company’s
shareholders and the filing of the Articles Amendment with the Secretary of State of
Georgia on December 17, 2008. The full text of the Articles Amendment is attached as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this
reference. The above summary is qualified in its entirety by reference to the full
text of the Articles Amendment filed as Exhibit 3.1.
Amendment to Bylaws
On December 17, 2008, the shareholders of the Company also approved an amendment to
Section 1 of Article III of the Company’s bylaws (the “Bylaws Amendment”) to authorize the
board of directors to fix the size of the board of directors. The Bylaws Amendment does not
remove the existing right of the shareholders to fix the size of the board of directors upon
a vote of 66 2/3% of the shareholders. The Bylaws Amendment also reduced the maximum size
of the board of directors from 60 to 25 directors.
The Bylaws Amendment was approved by the board of directors on October 23, 2008,
subject to shareholder approval, and was effective upon approval by the Company’s
shareholders on December 17, 2008. The full text of the Bylaws, as amended, is
attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein
by this reference. The above summary is qualified in its entirety by reference to the
full text of the Bylaws, as amended, filed as Exhibit 3.2.
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