Mergers & Acquisitions
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
Top 5 Largest U.S. Public M&A
Deals Announced during First Half 2019
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
Dow Inc.16 Aug 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the meeting date and advance notice deadlines for proposals and nominations for the 2020 annual meeting. This is the company's first annual meeting as a public company after it was spun-off from DowDuPont in April 2019. (8-K )
DPD Note: The company disclosed the meeting date and advance notice deadlines for proposals and nominations for the 2020 annual meeting. This is the company's first annual meeting as a public company after it was spun-off from DowDuPont in April 2019. (8-K )
KLA Corporation16 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/15/2019 (10-K )
• Exhibit: Charter Amended/Restated Effective 07/15/2019 (10-K )
Merrimack Pharmaceuticals, Inc.16 Aug 19
Postpone Meeting
• Press release: Merrimack Pharmaceuticals Reschedules 2019 Annual Meeting of Shareholders for October 17, 2019 (Press Release )
• Press release: Merrimack Pharmaceuticals Reschedules 2019 Annual Meeting of Shareholders for October 17, 2019 (Press Release )
Performance Food Group Company16 Aug 19
Discloses AGM Date
Filing: Portions of the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Schedule 14A relating to the Registrant's Annual Meeting of Stockholders, to be held on November 13, 2019, are incorporated by reference in response to Items 10, 11, 12, 13 and ... (10-K )
Filing: Portions of the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Schedule 14A relating to the Registrant's Annual Meeting of Stockholders, to be held on November 13, 2019, are incorporated by reference in response to Items 10, 11, 12, 13 and ... (10-K )
Avnet, Inc.15 Aug 19
Other Material Defense/Proxy Disclosure
DPD Note: 10-K filing provides "anticipated" 2019 annual meeting date. (10-K )
DPD Note: 10-K filing provides "anticipated" 2019 annual meeting date. (10-K )
Barnes & Noble Education, Inc.15 Aug 19
Update:Proxy Fight Director Nomination on 07/15/2019
DPD Note: The company filed its definitive proxy statement for its September 25, 2019 annual meeting. The company did not file a contested proxy statement (i.e., a DEFC14A) or mention Bay Capital's director nominations. Bay Capital Finance previously disclosed it nominated a five-person slate for election at the company's 2019 annual meeting after the company rejected several of its offers to acquire the company and that the company did not accept the nominations on the grounds that it was not a stockholder of record as of June 27, 2019. (DEF 14A )
DPD Note: The company filed its definitive proxy statement for its September 25, 2019 annual meeting. The company did not file a contested proxy statement (i.e., a DEFC14A) or mention Bay Capital's director nominations. Bay Capital Finance previously disclosed it nominated a five-person slate for election at the company's 2019 annual meeting after the company rejected several of its offers to acquire the company and that the company did not accept the nominations on the grounds that it was not a stockholder of record as of June 27, 2019. (DEF 14A )
Care.com, Inc.15 Aug 19
Governance/Defense Controversy/Criticism
DPD Note: Activist investor Engine Capital LP issued a press release that included a link to a letter it sent to the company's Board calling on the company to explore strategic alternatives including a possible sale of the company. Engine Capital LP also called for improvements to the company's corporate governance practices. (Press Release )
DPD Note: Activist investor Engine Capital LP issued a press release that included a link to a letter it sent to the company's Board calling on the company to explore strategic alternatives including a possible sale of the company. Engine Capital LP also called for improvements to the company's corporate governance practices. (Press Release )
Daseke, Inc.15 Aug 19
Postpone Meeting
Filing: The Board has determined to postpone the 2019 annual meeting of stockholders (the "Annual Meeting"), which was previously scheduled to be held on Tuesday, August 20, 2019. The postponed Annual Meeting will be held on Wednesday, September 4, 2019. The postponement of the 2019 annual meeting does not ... (8-K )
Filing: The Board has determined to postpone the 2019 annual meeting of stockholders (the "Annual Meeting"), which was previously scheduled to be held on Tuesday, August 20, 2019. The postponed Annual Meeting will be held on Wednesday, September 4, 2019. The postponement of the 2019 annual meeting does not ... (8-K )
Innovative Food Holdings, Inc.15 Aug 19
Proxy Fight Director Nomination
DPD Note: JCP Investment Management, LLC disclosed it nominated a three-person slate for election to the company's Board at its 2019 annual meeting. JCP had been a 13D filer with respect to the company since November 2018 but had not previously disclosed any activist intentions, only that it purchased company shares based on its belief that the shares were undervalued and represented an attractive investment opportunity. (SC 13D/A )
DPD Note: JCP Investment Management, LLC disclosed it nominated a three-person slate for election to the company's Board at its 2019 annual meeting. JCP had been a 13D filer with respect to the company since November 2018 but had not previously disclosed any activist intentions, only that it purchased company shares based on its belief that the shares were undervalued and represented an attractive investment opportunity. (SC 13D/A )
Lifevantage Corporation15 Aug 19
Governing Documents Filing (Change)
Filing: On August 9, 2019, the Board of Directors (the "Board") of LifeVantage Corporation, a Delaware corporation (the "Company"), adopted the Company's Amended and Restated Bylaws (the "Restated Bylaws"), amending Sections 1.9 and 1.10 thereof, to implement a majority voting standard in uncontested electi ... (8-K )
Filing: On August 9, 2019, the Board of Directors (the "Board") of LifeVantage Corporation, a Delaware corporation (the "Company"), adopted the Company's Amended and Restated Bylaws (the "Restated Bylaws"), amending Sections 1.9 and 1.10 thereof, to implement a majority voting standard in uncontested electi ... (8-K )
Micron Technology, Inc.15 Aug 19
Update:Expiration on 07/19/2019
DPD Note: Form 15 filed to deregister the Common Stock Purchase Rights in connection with the expiration of the company's rights plan on July 19, 2019. (15-12G )
DPD Note: Form 15 filed to deregister the Common Stock Purchase Rights in connection with the expiration of the company's rights plan on July 19, 2019. (15-12G )
Tapestry, Inc.15 Aug 19
Discloses AGM Date
Filing: The information under the principal heading "Securities Authorized For Issuance Under Equity Compensation Plans" in the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 7, 2019, to be filed with the Securities and Exchange Commission (the "Proxy Stat ... (10-K )
Filing: The information under the principal heading "Securities Authorized For Issuance Under Equity Compensation Plans" in the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 7, 2019, to be filed with the Securities and Exchange Commission (the "Proxy Stat ... (10-K )
Agilysys, Inc.14 Aug 19
Governing Documents Filing (Change)
Filing: As noted in Item 5.07 below, at the 2019 Annual Meeting of Shareholders (the "Annual Meeting") of Agilysys, Inc. (the "Company"), held on August 9, 2019, shareholders of the Company approved a proposal to amend to the Company's Amended Code of Regulations and Amended Articles of Incorporation to req ... (8-K )
Filing: As noted in Item 5.07 below, at the 2019 Annual Meeting of Shareholders (the "Annual Meeting") of Agilysys, Inc. (the "Company"), held on August 9, 2019, shareholders of the Company approved a proposal to amend to the Company's Amended Code of Regulations and Amended Articles of Incorporation to req ... (8-K )
Agilysys, Inc.14 Aug 19
Governing Documents Filing (Change)
Filing: PROPOSAL 2 AMENDMENT TO THE COMPANY'S AMENDED CODE OF REGULATIONS AND AMENDED ARTICLES OF INCORPORATION TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS Our board of directors recommends that shareholders approve an amendment to our Amended Code of Regulations (the "Code") and Amended ... (8-K )
Filing: PROPOSAL 2 AMENDMENT TO THE COMPANY'S AMENDED CODE OF REGULATIONS AND AMENDED ARTICLES OF INCORPORATION TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS Our board of directors recommends that shareholders approve an amendment to our Amended Code of Regulations (the "Code") and Amended ... (8-K )
Bloom Energy Corporation14 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, the Company's Board of Directors approved an amendment and restatement of the Company's Bylaws to affect the following changes: * Provides that the Chairman of the Board or a person designated by the Board shall chair meetings of stockholders; provides additional information regar ... (10-Q )
Filing: On August 8, 2019, the Company's Board of Directors approved an amendment and restatement of the Company's Bylaws to affect the following changes: * Provides that the Chairman of the Board or a person designated by the Board shall chair meetings of stockholders; provides additional information regar ... (10-Q )
Bloom Energy Corporation14 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/27/2018 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 07/27/2018 (10-Q )
Global Medical REIT Inc.14 Aug 19
Governing Documents Filing (Change)
Filing: At a meeting of the Board of Directors (the "Board") of Global Medical REIT Inc., a Maryland corporation (the "Company"), held on August 13, 2019, the Board approved and adopted, effective as of such date, the Third Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws") amend ... (8-K )
Filing: At a meeting of the Board of Directors (the "Board") of Global Medical REIT Inc., a Maryland corporation (the "Company"), held on August 13, 2019, the Board approved and adopted, effective as of such date, the Third Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws") amend ... (8-K )
Marriott International, Inc.14 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, the Board of Directors (the "Board") of Marriott International, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Bylaws") to add a new Article X to the Bylaws. Article X provides that the Court of Chancery of the State of Delaware (or, if the Court of C ... (8-K )
Filing: On August 8, 2019, the Board of Directors (the "Board") of Marriott International, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Bylaws") to add a new Article X to the Bylaws. Article X provides that the Court of Chancery of the State of Delaware (or, if the Court of C ... (8-K )
Iteris, Inc.13 Aug 19
Governance/Defense Controversy/Criticism
DPD Note: Laughing Water Capital, LP announced plans to vote against the re-election of the company's long-tenured directors due in part to the company's poor corporate governance practices. (Press Release )
DPD Note: Laughing Water Capital, LP announced plans to vote against the re-election of the company's long-tenured directors due in part to the company's poor corporate governance practices. (Press Release )
Myriad Genetics, Inc.13 Aug 19
Discloses AGM Date
Filing: The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Registrant's Proxy Statement, to be filed no later than 120 days following June 30 ... (10-K )
Filing: The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the Registrant's Proxy Statement, to be filed no later than 120 days following June 30 ... (10-K )
Two River Bancorp13 Aug 19
Poison Pill Termination (proactive)
Filing: On August 8, 2019, Two River Bancorp ("Two River") completed the redemption of all of the outstanding stock purchase rights ("Rights") issued under the Shareholder Rights Agreement, dated July 20, 2011 (the "Rights Agreement"), by and between Two River and Computershare Limited ("Computershare"), su ... (8-K )
Filing: On August 8, 2019, Two River Bancorp ("Two River") completed the redemption of all of the outstanding stock purchase rights ("Rights") issued under the Shareholder Rights Agreement, dated July 20, 2011 (the "Rights Agreement"), by and between Two River and Computershare Limited ("Computershare"), su ... (8-K )
Astrotech Corporation12 Aug 19
Poison Pill Expiration
DPD Note: On August 10, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
DPD Note: On August 10, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Brink's Company (The)12 Aug 19
Governing Documents Filing (Change)
Filing: Effective August 8, 2019, the Board amended Article V of the Bylaws of the Company to allow the Board of Directors to set the number of persons serving on the Board in accordance with the Articles of Incorporation. This description of the amendment to the Company's Bylaws is qualified in its entiret ... (8-K )
Filing: Effective August 8, 2019, the Board amended Article V of the Bylaws of the Company to allow the Board of Directors to set the number of persons serving on the Board in accordance with the Articles of Incorporation. This description of the amendment to the Company's Bylaws is qualified in its entiret ... (8-K )
Cloudera, Inc.12 Aug 19
Settlement/Standstill
DPD Note: The company entered into a voting and standstill agreement with Icahn Enterprises L.P under which two Icahn employees will be appointed to the company's Board. In its initial 13D filing on August 1, 2019 reporting ownership of approximately 13% of the company's outstanding shares, Icahn disclosed that intends to speak with representatives of the company's Board and management to discuss enhancing shareholder value and potentially seeking board representation. (8-K )
DPD Note: The company entered into a voting and standstill agreement with Icahn Enterprises L.P under which two Icahn employees will be appointed to the company's Board. In its initial 13D filing on August 1, 2019 reporting ownership of approximately 13% of the company's outstanding shares, Icahn disclosed that intends to speak with representatives of the company's Board and management to discuss enhancing shareholder value and potentially seeking board representation. (8-K )
FedNat Holding Company12 Aug 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold the 2019 annual meeting on October 17, 2019 which is more than 30 days after the anniversary of the company's 2018 annual meeting held on May 31, 2018 triggering a new deadline under Rule 14a-8. The company also disclosed a deadline of August 22, 2019 to submit non-14a-8 proposals and nominations for the meeting. (8-K )
DPD Note: The company announced it will hold the 2019 annual meeting on October 17, 2019 which is more than 30 days after the anniversary of the company's 2018 annual meeting held on May 31, 2018 triggering a new deadline under Rule 14a-8. The company also disclosed a deadline of August 22, 2019 to submit non-14a-8 proposals and nominations for the meeting. (8-K )
FedNat Holding Company12 Aug 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Capital Returns Management, LLC (CRM) ending a proxy fight. Under the agreement, the company will appoint two new independent directors with insurance industry experience. The agreement also includes standstill and voting provisions lasting approximately one year. CRM previously provided notice it was nominating its President Ronald D. Bobman for election to the company's Board at the company's 2019 annual meeting. (8-K )
DPD Note: The company entered into a Cooperation Agreement with Capital Returns Management, LLC (CRM) ending a proxy fight. Under the agreement, the company will appoint two new independent directors with insurance industry experience. The agreement also includes standstill and voting provisions lasting approximately one year. CRM previously provided notice it was nominating its President Ronald D. Bobman for election to the company's Board at the company's 2019 annual meeting. (8-K )
Geospace Technologies Corporation12 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, the board of directors (the "Board") of Geospace Technologies Corporation (the "Corporation"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment to the Corporation's bylaws ("Bylaws"), attached hereto as Ex ... (8-K )
Filing: On August 8, 2019, the board of directors (the "Board") of Geospace Technologies Corporation (the "Corporation"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment to the Corporation's bylaws ("Bylaws"), attached hereto as Ex ... (8-K )
Geospace Technologies Corporation12 Aug 19
Governing Documents Filing (Restated Only)
Filing: The amendments to the Bylaws are effective August 8, 2019. The Corporation's Amended and Restated Bylaws, incorporating this Amendment, are attached hereto as Exhibit 3.2. (8-K )
Filing: The amendments to the Bylaws are effective August 8, 2019. The Corporation's Amended and Restated Bylaws, incorporating this Amendment, are attached hereto as Exhibit 3.2. (8-K )
Hyatt Hotels Corporation12 Aug 19
Governing Documents Filing (Change)
Filing: On August 9, 2019, Hyatt Hotels Corporation (the "Company") filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 677,384 shares of Class B Common Stock, par value $0.01 per share, of the Company (the "Class B Common Stock"). All 677,384 shares of Class B C ... (8-K )
Filing: On August 9, 2019, Hyatt Hotels Corporation (the "Company") filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 677,384 shares of Class B Common Stock, par value $0.01 per share, of the Company (the "Class B Common Stock"). All 677,384 shares of Class B C ... (8-K )
Lineage Cell Therapeutics, Inc.12 Aug 19
Governing Documents Filing (Change)
Filing: On August 9, 2019, BioTime, Inc. (the "Company") amended Article I of its Restated Articles of Incorporation to change its name from "BioTime, Inc." to "Lineage Cell Therapeutics, Inc." The amendment and name change were completed through a merger of the Company's wholly owned subsidiary, Lineage Ce ... (8-K )
Filing: On August 9, 2019, BioTime, Inc. (the "Company") amended Article I of its Restated Articles of Incorporation to change its name from "BioTime, Inc." to "Lineage Cell Therapeutics, Inc." The amendment and name change were completed through a merger of the Company's wholly owned subsidiary, Lineage Ce ... (8-K )
Lineage Cell Therapeutics, Inc.12 Aug 19
Governing Documents Filing (Change)
Filing: Effective August 9, 2019, the Company amended and restated its bylaws to: (1) reflect its new name; (2) reflect developments in the Code, including to clarify and expressly provide that shareholder meetings may be conducted in whole or in part by electronic transmission or by electronic video screen ... (8-K )
Filing: Effective August 9, 2019, the Company amended and restated its bylaws to: (1) reflect its new name; (2) reflect developments in the Code, including to clarify and expressly provide that shareholder meetings may be conducted in whole or in part by electronic transmission or by electronic video screen ... (8-K )
TransUnion12 Aug 19
Governing Documents Filing (Change)
Filing: On August 7, 2019, the Board of Directors (the "Board") of TransUnion, a Delaware corporation (the "Company"), approved and adopted an amendment (the "Amendment") to the Second Amended and Restated By-Laws of the Company (the "Bylaws") amending Section 2.06 of the Bylaws to provide for a majority vo ... (8-K )
Filing: On August 7, 2019, the Board of Directors (the "Board") of TransUnion, a Delaware corporation (the "Company"), approved and adopted an amendment (the "Amendment") to the Second Amended and Restated By-Laws of the Company (the "Bylaws") amending Section 2.06 of the Bylaws to provide for a majority vo ... (8-K )
TransUnion12 Aug 19
Planned Defense Change
Filing: On August 7, 2019, the Board also voted unanimously to submit proposals to the Company's stockholders at its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") seeking approval to amend certain provisions of its Second Amended and Restated Certificate of Incorporation (the "Charter") to ... (8-K )
Filing: On August 7, 2019, the Board also voted unanimously to submit proposals to the Company's stockholders at its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") seeking approval to amend certain provisions of its Second Amended and Restated Certificate of Incorporation (the "Charter") to ... (8-K )
Acacia Research Corporation09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/29/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 07/29/2019 (10-Q )
Assembly Biosciences, Inc.09 Aug 19
Governing Documents Filing (Change)
Filing: On August 6, 2019, the Board amended the Company's amended and restated bylaws (the "Bylaws"). The amendment took effect immediately upon approval by the Board. The amendment increased the maximum number of individuals that may serve on the Board to ten (10). Number of Directors (Article III, Sectio ... (8-K )
Filing: On August 6, 2019, the Board amended the Company's amended and restated bylaws (the "Bylaws"). The amendment took effect immediately upon approval by the Board. The amendment increased the maximum number of individuals that may serve on the Board to ten (10). Number of Directors (Article III, Sectio ... (8-K )
Callaway Golf Company09 Aug 19
Governing Documents Filing (Change)
Filing: Effective August 6, 2019, the Company's Board of Directors approved and adopted amendments to the existing Bylaws of the Company (as so amended, the "Bylaws"). The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or no ... (10-Q )
Filing: Effective August 6, 2019, the Company's Board of Directors approved and adopted amendments to the existing Bylaws of the Company (as so amended, the "Bylaws"). The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or no ... (10-Q )
CASI Pharmaceuticals, Inc.09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/02/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 08/02/2019 (10-Q )
Elanco Animal Health Incorporated09 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, the Board of Directors (the "Board") of Elanco Animal Health Incorporated (the "Company") adopted the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws amended and restated the prior bylaws of the Company in their entirety, ... (8-K )
Filing: On August 8, 2019, the Board of Directors (the "Board") of Elanco Animal Health Incorporated (the "Company") adopted the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws amended and restated the prior bylaws of the Company in their entirety, ... (8-K )
Electronic Arts Inc.09 Aug 19
Defense Related Stockholder Proposal
DPD Note: Vote results for August 8, 2019 annual meeting include a stockholder proposal to allow 15% holders to call special meetings that received a majority of the votes cast and was approved. At the meeting, stockholders also voted on and approved a binding company proposal to amend the charter to allow 25% holders to call special meetings (currently stockholders have no right to call special meetings). (8-K )
DPD Note: Vote results for August 8, 2019 annual meeting include a stockholder proposal to allow 15% holders to call special meetings that received a majority of the votes cast and was approved. At the meeting, stockholders also voted on and approved a binding company proposal to amend the charter to allow 25% holders to call special meetings (currently stockholders have no right to call special meetings). (8-K )
Electronic Arts Inc.09 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, at the Annual Meeting, the stockholders of the Company approved an Amended and Restated Certificate of Incorporation (the "A&R COI") of the Company that permits holders of 25% or more of the Company's common stock to call special meetings of the stockholders (the "Special Meeting ... (8-K )
Filing: On August 8, 2019, at the Annual Meeting, the stockholders of the Company approved an Amended and Restated Certificate of Incorporation (the "A&R COI") of the Company that permits holders of 25% or more of the Company's common stock to call special meetings of the stockholders (the "Special Meeting ... (8-K )
Electronic Arts Inc.09 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, the Company's Board of Directors adopted Amended and Restated Bylaws of the Company (the "A&R Bylaws") to implement the Special Meeting Right and make other clarifying, conforming and administrative changes as described below. The A&R Bylaws modify Section 1.3 to implement the Spe ... (8-K )
Filing: On August 8, 2019, the Company's Board of Directors adopted Amended and Restated Bylaws of the Company (the "A&R Bylaws") to implement the Special Meeting Right and make other clarifying, conforming and administrative changes as described below. The A&R Bylaws modify Section 1.3 to implement the Spe ... (8-K )
Hospitality Properties Trust09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/13/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 06/13/2019 (10-Q )
InnerWorkings, Inc.09 Aug 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with activist investor Engaged Capital, LLC under which two new independent directors will be appointed to the company's Board. Additionally, two incumbent directors will not stand for election at the 2019 annual meeting. The agreement also includes standstill and voting provisions. There was no public activism (and not a 13D filer) prior to the announcement of the cooperation agreement. (8-K )
DPD Note: The company entered into a Cooperation Agreement with activist investor Engaged Capital, LLC under which two new independent directors will be appointed to the company's Board. Additionally, two incumbent directors will not stand for election at the 2019 annual meeting. The agreement also includes standstill and voting provisions. There was no public activism (and not a 13D filer) prior to the announcement of the cooperation agreement. (8-K )
Intrexon Corporation09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/11/2019 (10-Q )
• Exhibit: Charter Amendment Effective 07/11/2019 (10-Q )
PG&E Corporation09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/21/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 06/21/2019 (10-Q )
Soliton, Inc.09 Aug 19
Other Material Defense/Proxy Disclosure
Filing: Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers ... (10-Q )
Filing: Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers ... (10-Q )
Symantec Corporation09 Aug 19
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company rescheduled the 2019 annual meeting to December 4, 2019 from the September 10, 2019 date it provided in its 10-K filing on May 24, 2019. The company also disclosed that the advance notice deadlines provided in the proxy statement for the 2018 annual meeting are once again the correct dates because the new December 4, 2019 meeting date is within 30 days of the 2018 annual meeting date of December 3, 2018. When the company announced plans to hold the 2019 annual meeting on September 10, 2019, which is more than 30 days before the anniversary of the 2018 annual meeting, it also disclosed that a new deadline for proposals, nominations, and proxy access now applied because of the alternative timing provision in the company's advance notice bylaw and Rule 14a-8. (10-Q )
DPD Note: The company rescheduled the 2019 annual meeting to December 4, 2019 from the September 10, 2019 date it provided in its 10-K filing on May 24, 2019. The company also disclosed that the advance notice deadlines provided in the proxy statement for the 2018 annual meeting are once again the correct dates because the new December 4, 2019 meeting date is within 30 days of the 2018 annual meeting date of December 3, 2018. When the company announced plans to hold the 2019 annual meeting on September 10, 2019, which is more than 30 days before the anniversary of the 2018 annual meeting, it also disclosed that a new deadline for proposals, nominations, and proxy access now applied because of the alternative timing provision in the company's advance notice bylaw and Rule 14a-8. (10-Q )
Travelzoo09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/15/2019 (10-Q )
• Exhibit: Charter Amendment Effective 05/15/2019 (10-Q )
Ultra Petroleum Corp.09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/24/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 05/24/2019 (10-Q )
Accelerate Diagnostics, Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: On August 2, 2019, the Board amended and restated the Company's bylaws (the "Amended and Restated Bylaws") to, among other things: · incorporate an advance notice provisions relating to certain timing and information requirements for stockholder nominations and proposals brought before a meeting of ... (8-K )
Filing: On August 2, 2019, the Board amended and restated the Company's bylaws (the "Amended and Restated Bylaws") to, among other things: · incorporate an advance notice provisions relating to certain timing and information requirements for stockholder nominations and proposals brought before a meeting of ... (8-K )
Achillion Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/31/2019 (10-Q )
• Exhibit: Charter Amendment Effective 05/31/2019 (10-Q )
Amdocs Limited08 Aug 19
Discloses AGM Date
Filing: Appointment of Board Member Amdocs is pleased to announce the appointment of John A. MacDonald to the company's board of directors, effective August 5, 2019, and subject to re-election at Amdocs' next annual general meeting on Friday, January 31, 2020. For more information, please visit the Investor ... (Press Release )
Filing: Appointment of Board Member Amdocs is pleased to announce the appointment of John A. MacDonald to the company's board of directors, effective August 5, 2019, and subject to re-election at Amdocs' next annual general meeting on Friday, January 31, 2020. For more information, please visit the Investor ... (Press Release )
Argo Group International Holdings, Ltd.08 Aug 19
Planned Defense Change
DPD Note: The company announced governance enhancements including plans to put a bye-law amendment that provides for the phased-in declassification of the Board to a binding vote at the company's 2020 annual meeting. (Press Release )
DPD Note: The company announced governance enhancements including plans to put a bye-law amendment that provides for the phased-in declassification of the Board to a binding vote at the company's 2020 annual meeting. (Press Release )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/13/2019 (10-Q )
• Exhibit: Charter Amendment Effective 06/13/2019 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/26/2017 (10-Q )
• Exhibit: Charter Amendment Effective 06/26/2017 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/28/2015 (10-Q )
• Exhibit: Charter Amendment Effective 05/28/2015 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/17/2010 (10-Q )
• Exhibit: Charter Amended/Restated Effective 03/17/2010 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/25/2019 (10-Q )
• Exhibit: Charter Amendment Effective 07/25/2019 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 04/18/2002 (10-Q )
• Exhibit: Charter Amended/Restated Effective 04/18/2002 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/06/2018 (10-Q )
• Exhibit: Charter Amendment Effective 08/06/2018 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/22/2011 (10-Q )
• Exhibit: Charter Amendment Effective 07/22/2011 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/24/2008 (10-Q )
• Exhibit: Charter Amendment Effective 07/24/2008 (10-Q )
Cambrex Corporation08 Aug 19
Governing Documents Filing (Change)
Filing: On August 6, 2019, the Board approved and adopted an amendment to the Amended and Restated By-Laws of the Company (the "By-Law Amendment"). The purpose of the By-law Amendment was to add a forum selection provision that matches to the Company's state of Incorporation, and the By-Law Amendment became ... (8-K )
Filing: On August 6, 2019, the Board approved and adopted an amendment to the Amended and Restated By-Laws of the Company (the "By-Law Amendment"). The purpose of the By-law Amendment was to add a forum selection provision that matches to the Company's state of Incorporation, and the By-Law Amendment became ... (8-K )
CenturyLink, Inc.08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/22/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 05/22/2019 (10-Q )
Cerecor Inc.08 Aug 19
Failed Company Defense Change Vote
DPD Note: Vote results for August 7, 2019 annual meeting include proposals to amend the charter and bylaws to eliminate the supermajority vote requirement to amend the bylaws and certain charter provisions and to allow stockholders to act by majority written consent as long as Armistice Capital LLC owns at least 40% of the outstanding stock that were not approved (required 66 2/3% of the outstanding shares for approval). Similar company proposals were also voted on at the 2018 annual meeting but failed to receive the requisite affirmative vote of at least 66 2/3% of the voting shares needed for approval. (8-K )
DPD Note: Vote results for August 7, 2019 annual meeting include proposals to amend the charter and bylaws to eliminate the supermajority vote requirement to amend the bylaws and certain charter provisions and to allow stockholders to act by majority written consent as long as Armistice Capital LLC owns at least 40% of the outstanding stock that were not approved (required 66 2/3% of the outstanding shares for approval). Similar company proposals were also voted on at the 2018 annual meeting but failed to receive the requisite affirmative vote of at least 66 2/3% of the voting shares needed for approval. (8-K )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/20/1998 (10-Q )
• Exhibit: Charter Amendment Effective 04/20/1998 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/15/1999 (10-Q )
• Exhibit: Charter Amendment Effective 04/15/1999 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/19/2001 (10-Q )
• Exhibit: Charter Amendment Effective 04/19/2001 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/18/2019 (10-Q )
• Exhibit: Charter Amendment Effective 04/18/2019 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/22/2013 (10-Q )
• Exhibit: Charter Amendment Effective 04/22/2013 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/26/1986 (10-Q )
• Exhibit: Charter Amended/Restated Effective 08/26/1986 (10-Q )
Essential Properties Realty Trust, Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: On August 8, 2019, pursuant to Section 7.2.8 of Article VII of the charter (the "Charter") of Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), the Board of Directors of the Company adopted resolutions increasing the Common Stock Ownership Limit (as defined in the Char ... (8-K )
Filing: On August 8, 2019, pursuant to Section 7.2.8 of Article VII of the charter (the "Charter") of Essential Properties Realty Trust, Inc., a Maryland corporation (the "Company"), the Board of Directors of the Company adopted resolutions increasing the Common Stock Ownership Limit (as defined in the Char ... (8-K )
Galaxy Gaming, Inc.08 Aug 19
Update:Proxy Fight Director Nomination on 08/02/2019
Filing: On August 7, 2019, Galaxy Gaming, Inc., a Delaware corporation (the "Company"), issued the following press release announcing Robert Saucier's and Robert Pietrosanto's invalid and untimely proposed slate of nominees for the Board of Directors of the Company, for which Mr. Pietrosanto and Mr. Saucier ... (DEFA14A )
Filing: On August 7, 2019, Galaxy Gaming, Inc., a Delaware corporation (the "Company"), issued the following press release announcing Robert Saucier's and Robert Pietrosanto's invalid and untimely proposed slate of nominees for the Board of Directors of the Company, for which Mr. Pietrosanto and Mr. Saucier ... (DEFA14A )
Globe Life Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
Globe Life Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
Globe Life Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
Filing: In an action by unanimous consent of the Board of Directors (the "Board") of Torchmark Corporation (the "Company") in lieu of a meeting, dated May 7, 2019, the Board adopted certain amendments to the Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") and the Amend ... (8-K )
GTT Communications, Inc.08 Aug 19
Poison Pill Adoption
Filing: On August 7, 2019, the Board of Directors (the "Board") of GTT Communications, Inc., a Delaware corporation (the "Company"), declared a dividend of one right (a "Right") for each of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The div ... (8-K )
Filing: On August 7, 2019, the Board of Directors (the "Board") of GTT Communications, Inc., a Delaware corporation (the "Company"), declared a dividend of one right (a "Right") for each of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The div ... (8-K )
Horizon Global Corporation08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/25/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 06/25/2019 (10-Q )
Jack in the Box Inc.08 Aug 19
Governing Documents Filing (Change)
Filing: Effective, August 2, 2019, the Board of Directors approved the Amended and Restated Bylaws of the Company, which were updated to provide for gender-neutral references and to clarify the roles and responsibilities of the position of the President of the Company in the event that the company shall des ... (10-Q )
Filing: Effective, August 2, 2019, the Board of Directors approved the Amended and Restated Bylaws of the Company, which were updated to provide for gender-neutral references and to clarify the roles and responsibilities of the position of the President of the Company in the event that the company shall des ... (10-Q )
Kemper Corporation08 Aug 19
Governing Documents Filing (Change)
Filing: On August 7, 2019, the Board of Directors ("Board") of Kemper Corporation ("Company") approved amendments to the Company's Amended and Restated Bylaws ("Bylaws"), which became effective at the close of business on August 7, 2019. The amendments made the following changes to the Bylaws: * Revised Art ... (8-K )
Filing: On August 7, 2019, the Board of Directors ("Board") of Kemper Corporation ("Company") approved amendments to the Company's Amended and Restated Bylaws ("Bylaws"), which became effective at the close of business on August 7, 2019. The amendments made the following changes to the Bylaws: * Revised Art ... (8-K )
Ligand Pharmaceuticals Incorporated08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/19/2018 (S-8 )
• Exhibit: Charter Amendment Effective 06/19/2018 (S-8 )
Nelnet, Inc.08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
PCB Bancorp08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/01/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 07/01/2019 (10-Q )
Progenics Pharmaceuticals, Inc.08 Aug 19
Update:Governance/Defense Controversy/Criticism on 07/12/2019
DPD Note: The company will accept the resignations of directors Crowley and Kishbauch who received a majority vote against their election at the company's July 2019 annual meeting. (Press Release )
DPD Note: The company will accept the resignations of directors Crowley and Kishbauch who received a majority vote against their election at the company's July 2019 annual meeting. (Press Release )
Royal Gold, Inc.08 Aug 19
Discloses AGM Date
Filing: Portions of the Proxy Statement for the 2019 Annual Meeting of Stockholders scheduled to be held on November 20, 2019, and to be filed within 120 days after June 30, 2019, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10?K (10-K )
Filing: Portions of the Proxy Statement for the 2019 Annual Meeting of Stockholders scheduled to be held on November 20, 2019, and to be filed within 120 days after June 30, 2019, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10?K (10-K )
SeaChange International, Inc.08 Aug 19
Poison Pill Amendment
DPD Note: Definition of Acquiring Person amended to allow Karen Singer, TAR Holdings LLC and affiliates to acquire up to 25% of outstanding shares (8-K )
DPD Note: Definition of Acquiring Person amended to allow Karen Singer, TAR Holdings LLC and affiliates to acquire up to 25% of outstanding shares (8-K )
SeaChange International, Inc.08 Aug 19
Update:Settlement/Standstill on 03/01/2019
DPD Note: Amendment to Cooperation Agreement with Karen Singer and TAR Holdings LLC to increase the maximum ownership allowed in the standstill provision from 20.7% to 25% of the outstanding shares. (8-K )
DPD Note: Amendment to Cooperation Agreement with Karen Singer and TAR Holdings LLC to increase the maximum ownership allowed in the standstill provision from 20.7% to 25% of the outstanding shares. (8-K )
TrustCo Bank Corp NY08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/23/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 05/23/2019 (10-Q )
TrustCo Bank Corp NY08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
Vornado Realty Trust08 Aug 19
Governing Documents Filing (Change)
Filing: PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR DECLARATION OF TRUST The Board has adopted and declared advisable, and recommends for your approval, an amendment (the "Proposed Amendment") to the Declaration of Trust of Vornado Realty Trust (the "Declaration") related to Vornado's qualification as a domes ... (8-K )
Filing: PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR DECLARATION OF TRUST The Board has adopted and declared advisable, and recommends for your approval, an amendment (the "Proposed Amendment") to the Declaration of Trust of Vornado Realty Trust (the "Declaration") related to Vornado's qualification as a domes ... (8-K )
Albemarle Corp.07 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 07/23/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 07/23/2019 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/26/2007 (10-Q )
• Exhibit: Bylaws Amendment Effective 07/26/2007 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/23/2008 (10-Q )
• Exhibit: Bylaws Amendment Effective 07/23/2008 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/29/1993 (10-Q )
• Exhibit: Bylaws Amendment Effective 07/29/1993 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/14/1990 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 03/14/1990 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/25/2019 (10-Q )
• Exhibit: Bylaws Amendment Effective 07/25/2019 (10-Q )
Atkore International Group Inc.07 Aug 19
Advance Notice Disclosure
DPD Note: The company disclosed an updated deadline of September 4, 2020 to submit 14a-8 proposals for the 2020 annual meeting expected to be held on January 30, 2020 (we assume the company intended to disclose a date of September 4, 2019 not September 4, 2020). The deadlines for non-14a-8 proposals and nominations were unchanged from the dates provided in the 2019 proxy statement. (10-Q )
DPD Note: The company disclosed an updated deadline of September 4, 2020 to submit 14a-8 proposals for the 2020 annual meeting expected to be held on January 30, 2020 (we assume the company intended to disclose a date of September 4, 2019 not September 4, 2020). The deadlines for non-14a-8 proposals and nominations were unchanged from the dates provided in the 2019 proxy statement. (10-Q )
CVS Health Corporation07 Aug 19
Advance Notice Disclosure
DPD Note: The company refiled the advance notice deadlines it originally provided in the 2019 annual meeting proxy statement filed on April 5, 2019 because of a typographical error. (10-Q )
DPD Note: The company refiled the advance notice deadlines it originally provided in the 2019 annual meeting proxy statement filed on April 5, 2019 because of a typographical error. (10-Q )
Encore Capital Group, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/20/2019 (10-Q )
• Exhibit: Charter Amendment Effective 06/20/2019 (10-Q )
ExOne Company (The)07 Aug 19
Planned Defense Change
Filing: On August 6, 2019, the Board of Directors (the "Board") of the Company determined that since the proposed amendment to the Company's Certificate of Incorporation did not receive the required stockholder approval at the 2019 Annual Meeting of Stockholders, it was in the best interests of the stockhol ... (8-K )
Filing: On August 6, 2019, the Board of Directors (the "Board") of the Company determined that since the proposed amendment to the Company's Certificate of Incorporation did not receive the required stockholder approval at the 2019 Annual Meeting of Stockholders, it was in the best interests of the stockhol ... (8-K )
Corporate Governance Reports
Top Takeover Defense Changes of 2018 - 01/14/2019
A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more
Votes to Ratify Poison Pills Have Become Routine as Plans
Evolve - 12/19/2018
It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more
Peak Proxy Access Nomination Season - 10/31/2018
Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more
Securities Offerings
IPOs - Record Unicorn Issuance
The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.
High-Yield Bonds
The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..