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EX-31 - Santander Holdings USA, Inc.exhibit31.htm




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 28, 2016
 
 


Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
 
 

 
         
Virginia
 
1-16581
 
23-2453088
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
         
75 State Street, Boston, Massachusetts
 
02109
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (617) 346-7200
n/a
(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))

Item 5.03  Amendments to Articles of Incorporation or Bylaws

On December 28, 2016, Santander Holdings USA, Inc. (the "Company") filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission amending the Company's Articles of Incorporation. The Articles of Amendment permit the Company, at its discretion, to provide indemnification to directors of the Company's subsidiaries who are not employees of Banco Santander, S.A. or Banco Santander, S.A. subsidiaries.
A copy of the Articles of Amendment filed on December 28, 2016 is attached as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
3.1
Articles of Amendment to the Articles of Incorporation of the Company filed with the  Virginia State Corporation Commission on December 28, 2016.


SIGNATURE

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.
 
             
 
 
 
 
SANTANDER HOLDINGS USA, INC.
       
Dated: January 3, 2017
     
By:
 
/s/ Gerard A. Chamberlain              
 
 
 
 
Name:
 
Gerard A. Chamberlain
 
 
 
 
Title:
 
Senior Vice President
 

EXHIBIT INDEX

Exhibit No.
Description
3.1
Articles of Amendment to the Articles of Incorporation of the Company filed with the  Virginia State Corporation Commission on December 28, 2016.