|SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 07/13/2018|
CERTIFICATE OF DESIGNATION
SERIES B PREFERRED STOCK
SPECTRUM BRANDS HOLDINGS, INC.
(Pursuant to Section 151 of the General Corporation Law of the
State of Delaware)
Spectrum Brands Holdings, Inc., a corporation organized and existing under General Corporation Law of the State of Delaware (DGCL) (the Corporation), hereby certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the Board of Directors) by the Amended and Restated Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the Board of Directors on July 13, 2018 adopted the following resolution creating a series of Preferred Stock designated as Series B Preferred Stock (as hereinafter defined):
RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of this series shall be designated as Series B Preferred Stock (the Series B Preferred Stock), and the number of shares constituting the Series B Preferred Stock shall be 5,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Preferred Stock.