secwatch / observer
8-K filed October 11, 2024, 7:59 PM ET CIK 0001524931
M&A confidence high sentiment positive materiality 0.90

Darden completes acquisition of Chuy's Holdings for $37.50 per share; aggregate ~$660M

CHUY'S HOLDINGS, INC.

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Jon Howie

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Appointed

Anthony G. Morrow

Sole Director
CHUY'S HOLDINGS, INC.
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Randall DeWitt

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Ira Zecher

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Jody Bilney

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Steve Hislop

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Nancy Freda-Smith

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
Departed

Saed Mohseni

Director
CHUY'S HOLDINGS, INC.
Successor
Anthony G. Morrow
Filed
October 11, 2024, 7:59 PM ET
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Jon Howie departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Anthony G. Morrow was appointed as Sole Director at CHUY'S HOLDINGS, INC..

Action
became
Role
Sole Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Randall DeWitt departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Ira Zecher departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jody Bilney departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Steve Hislop departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Nancy Freda-Smith departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Saed Mohseni departed as Director at CHUY'S HOLDINGS, INC..

Action
ceased to be
Role
Director
Exact text from the filing
In connection with the consummation of the Merger, each of Steve Hislop, Jody Bilney, Randall DeWitt, Nancy Freda-Smith, Jon Howie, Saed Mohseni and Ira Zecher, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Anthony G. Morrow, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CHUY'S HOLDINGS, INC.: Certificate of Incorporation amended and restated.

Change
charter amendment
Exact text from the filing
As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CHUY'S HOLDINGS, INC.: Bylaws amended and restated.

Change
bylaw amendment
Exact text from the filing
As of the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 and are incorporated by reference into this Item 5.03.
View on SEC.gov

55 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001524931-24-000102
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