Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 31, 2022, Jose Maroto informed the Board of Directors (the "Board")
of HF Foods Group Inc., a Delaware corporation (the "Company"), of his intention
to resign as a director of the Company effective November 1, 2022. Mr. Maroto's
resignation was not due to any disagreement with the Board, the Company or
management on any matter relating to the Company's operation, policies
(including accounting or financial policies) or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
HF Foods Group Inc. Amended and Restated Bylaws
On November 2, 2022, the Board adopted Amended & Restated Bylaws of the Company
(the "Amended Bylaws") effective immediately. The amendments effected through
the Amended Bylaws address, among other things, (i) requirements and procedures
for annual and special meetings of stockholders, (ii) advance notice
requirements for stockholder submission of proposals and director nominations,
(iii) requirements regarding the information stockholders must submit and
representations stockholders must make in connection with stockholder proposals
and director nominations, and (iv) the terms and procedures for indemnification
of directors and officers of the Company. The Amended Bylaws also effected
certain other administrative, modernizing, clarifying, and conforming changes,
and changes in furtherance of gender neutrality.
The foregoing general description of the amendments to the Amended Bylaws does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Amended Bylaws set forth in Exhibit 3.02 to this Current Report
on Form 8-K and incorporated in this Item by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibits
3.02 Amended and Restated Bylaws of HF Foods Group Inc., as of November 2,
2022
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HF FOODS GROUP INC. 
