Exhibit 3.1.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
FEDERATED DEPARTMENT STORES, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the
State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Federated Department Stores,
Inc., resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by
changing the Article thereof numbered Seventh so that, as amended, said Article
shall be and read as follows:
SEVENTH. Section 1. NUMBER, ELECTION, AND TERMS OF DIRECTORS.
Subject to the rights, if any, of the holders of any series of Preferred Stock
to elect additional Directors under circumstances specified in a Preferred
Stock Designation, the number of the Directors of the Company will not be less
than three nor more than 16 and will be fixed from time to time in the manner
described in the by-laws of the Company. At the annual meeting of stockholders
to be held in 2006, the successors of the Directors whose terms expire at that
meeting shall be elected for a term expiring at the next following annual
meeting of stockholders, at the annual meeting of stockholders to be held in
2007, the successors of the Directors whose terms expire at that meeting shall
be elected for a term expiring at the next following annual meeting of
stockholders, and at the annual meeting of stockholders to be held in 2008 and
at each annual meeting of stockholders thereafter, each of the Directors shall
be elected for a term expiring at the next following annual meeting of
stockholders. In each case, Directors shall be elected by plurality vote of all
votes cast at such meeting and shall hold office until his or her successor has
been elected and qualified. Subject to the rights, if any, of the holders of
any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, Directors may be elected by the
stockholders only at an annual meeting of stockholders. Election of Directors
of the Company need not be by written ballot unless requested by the Chairman
or by the holders of a majority of the
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Voting Stock present in person or
represented by proxy at a meeting of the stockholders at which Directors are to
be elected.
Section 2. NOMINATION OF DIRECTOR CANDIDATES. Advance notice of
stockholder nominations for the election of Directors must be given in the
manner provided in the by-laws of the Company.
Section 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to
the rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Directors
successor has been elected and qualified. No decrease in the number of
Directors constituting the Board may shorten the term of any incumbent
Director.
Section 4. REMOVAL. Subject to the rights, if any, of the holders
of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, any Director may be
removed from office by the stockholders only in the manner provided in this
Section 4. At any annual meeting or special meeting of the stockholders, the
notice of which states that the removal of a Director or Directors is among the
purposes of the meeting, the affirmative vote of the holders of at least 80% of
the Voting Stock, voting together as a single class, may remove such Director
or Directors. If, at the time of any such meeting, the Board is classified as
provided in Section 141(d) of the DGCL (or in any successor provision thereto),
such removal may be effected only for cause.
Section 5. AMENDMENT, REPEAL, ETC. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting Stock, voting together as a
single class, is required to amend or repeal, or adopt any provision
inconsistent with, Sections 2 through 5 of this Article Seventh.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and held upon notice
in accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
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THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by reason
of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 13th
day of July, 2005.
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FEDERATED DEPARTMENT STORES, INC. |
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/s/ Dennis J. Broderick |
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Dennis J. Broderick |
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Senior Vice President, General Counsel and |
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Secretary |
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