TRACTOR SUPPLY CO /DE/false000091636512/2800009163652024-12-192024-12-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2024 (December 19, 2024)
TSC_primary logo_2023.jpg
TRACTOR SUPPLY COMPANY
__________________________________________
(Exact name of registrant as specified in its charter)
 
Delaware000-2331413-3139732
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
 
5401 Virginia Way, Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (615) 440-4000
Not Applicable
Former name or former 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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.008 par valueTSCONASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced on December 5, 2024, the Board of Directors of Tractor Supply Company (the “Company”) authorized a 5-for-1 forward split (the “Stock Split”) of its common stock, par value $0.008 per share (the “Common Stock”), to be effected through the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”). The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on December 19, 2024, and it became effective at 5:00 p.m. on that date (the “Effective Time”). The Certificate of Amendment effected the Stock Split and also proportionately increased the number of shares of authorized Common Stock from 400,000,000 to 2,000,000,000. Trading in the Common Stock is expected to commence on a split-adjusted basis on December 20, 2024. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:
Exhibit No.
Description
3.1
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



SIGNATURES
 
 
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.
 
    
  Tractor Supply Company
    
December 20, 2024 By:/s/ Kurt D. Barton
   Name: Kurt D. Barton
   Title: Executive Vice President - Chief Financial Officer and Treasurer






CERTIFICATE OF AMENDMENT TO THE
RESTATED
CERTIFICATE OF INCORPORATION
OF
TRACTOR SUPPLY COMPANY

Tractor Supply Company (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”).

2.The first paragraph of Article Fourth of the Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

FOURTH: CAPITAL STOCK. The total number of shares of stock that the Corporation shall have authority to issue is 2,000,040,000 shares of capital stock, of which (a) 2,000,000,000 shares shall be of a class designated “Common Stock,” par value $.008 per share, and (b) 40,000 shares shall be of a class designated “Preferred Stock,” par value $1.00 per share (of which 20,000 shares shall be of a series designated “Series B Preferred Stock”). At 5:00 p.m., Eastern Time, on December 19, 2024 (the “Effective Time”), each share of Common Stock (and each fraction of a share) issued and outstanding, and each share of Common Stock (and each fraction of a share) held as treasury stock, in each case as of immediately prior to the Effective Time, shall automatically, without further action on the part of the Corporation or any holder of thereof, be subdivided and reclassified into five fully paid and nonassessable shares (or five times the number of fully paid and non-assessable fractions of a share, as applicable) of Common Stock, reflecting a 5:1 stock split. The powers, preferences, rights, qualifications, limitations and restrictions of or on the shares of the capital stock of the Corporation are as follows:
3.This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

4.All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.

5.This Certificate of Amendment shall be effective at 5:00 p.m., Eastern Time, on December 19, 2024.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 19th day of December, 2024.
TRACTOR SUPPLY COMPANY
By: /s/ Noni L. Ellison
Name: Noni L. Ellison
Title: Senior Vice President, General Counsel, and Corporate Secretary (Authorized Officer)


v3.24.4
Cover Document
Dec. 19, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 19, 2024
Entity Registrant Name TRACTOR SUPPLY CO /DE/
Entity Incorporation, State or Country Code DE
Entity File Number 000-23314
Entity Tax Identification Number 13-3139732
Entity Address, Street Address 5401 Virginia Way
Entity Address, City Brentwood
Entity Address, State TN
Entity Address, Postal Zip Code 37027
City Area Code 615
Local Phone Number 440-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.008 par value
Trading Symbol TSCO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000916365
Current Fiscal Year End Date --12-28
Amendment Flag false
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