8-k filing
Item 8.01 Other Events.
As previously disclosed, on August 31, 2017, Paul R. Pollock, a stockholder of the Company, filed a putative class action (the “Action”) in the Court of Chancery of the State of Delaware (the “Court”) against Orchids Paper Products Company (the “Company”) and its Board of Directors (the “Board”) alleging that provisions in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) and Amended and Restated Bylaws, as amended (the “Bylaws”) allowing for the removal of directors “only for cause” violated Section 141(k) of the Delaware General Corporation Law. The Action sought to remove such “for cause” provisions, which were claimed to violate Delaware law.
As also previously disclosed, on December 14, 2017, the Board approved a revision to the Bylaws solely to delete the provision specifying that directors are removable only for cause. On April 30, 2018, the Company held its Annual Meeting, at which time the stockholders of the Company approved an amendment to the Charter to provide that directors are removable by the stockholders of the Company with or without cause upon the affirmative vote of a majority of the outstanding shares of Common Stock. These amendments to the Bylaw and Charter effectively mooted the Action.
On May 21, 2018, the Court entered an order dismissing the Action as moot, and retained jurisdiction solely for the purpose of ruling on the plaintiff's anticipated application for an award of attorneys’ fees and reimbursement of expenses. The parties subsequently agreed to a payment of a mootness fee by the Company to plaintiff’s counsel of $50,000 in full satisfaction of their claim for attorneys’ fees and expenses. The Court has not been asked to review or approve, and will pass no judgment on, this payment.
