Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2018





Pyxus International, Inc.

(Exact name of Registrant, as specified in its charter)




Virginia   001-13684   54-1746567

(State or other jurisdiction

of incorporation)



file number)


(I.R.S. Employer

Identification No.)

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

(Address of principal executive offices, including zip code)

(919) 379-4300

(Registrant’s telephone number, including area code)

(Former name or 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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  ☐

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.  ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 14, 2018, the Board of Directors of Pyxus International, Inc. (the “Company”) elected Donna H. Grier as a director of the Company. Ms. Grier has been appointed to serve on the Audit and Risk Management Committee of the Board of Directors. No compensatory award was made to Ms. Grier in connection with her election as a director, and she will receive compensation for her service as a director on the same terms as the other directors of the Company who are not employees, which compensation is described in the Company’s definitive proxy statement for its 2018 annual meeting of shareholders held on August 16, 2018.

A press release issued by the Company on November 15, 2018 announcing the election of Ms. Grier is filed as Exhibit 99.1 hereto.


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Prior to the election of Ms. Grier as a director as described in Item 5.02 hereof, on November 14, 2018, the Board of Directors of the Company approved an amendment to the Company’s bylaws increasing the size of the Board of Directors from eight to nine. Such amendment was effective on November 14, 2018 and is set forth in amended and restated bylaws approved by the Board of Directors of the Company on that date. The Company’s amended and restated bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.


Item 9.01



Exhibit No.



Exhibit 3.1    Amended and Restated Bylaws of Pyxus International, Inc.
Exhibit 99.1    Press release of dated November 15, 2018




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2018



/s/ William L. O’Quinn, Jr.

  William L. O’Quinn, Jr.
  Senior Vice President – Chief Legal
  Officer and Secretary