Owens Corning
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/21/2019   Download
SEC Document
SEC Filing

On June 19, 2019, the Board of Directors of Owens Corning (the “Company”) adopted, effective immediately, the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”). The Bylaws include amendments providing enhanced advance notice disclosure requirements for shareholder proposals of business or director nominations for an annual meeting of shareholders. The amendments, which are designed to foster greater transparency and a more orderly shareholder meeting process, among other things: (1) expand the information that shareholder proponents and others (each a “Proposing Person”) must disclose to the Company to include (i) the Proposing Person’s direct and indirect ownership interests, derivative interests, dividend and voting rights, and other rights or interests connected to the Company’s stock; (ii) the Proposing Person’s involvement in material litigation, relationships or contracts involving the Company; (iii) the same information about a director nominee that would be required if the director nominee were submitting a proposal; (iv) except in the case of director nominations, the reasons why the proposed business is in the best interest of the Company and its shareholders and the text of the proposal, business and associated resolutions; and (v) updates and supplements of required disclosures, if necessary, as of the record date for the applicable meeting and as of the date ten days prior to the applicable meeting; and (2) clarify that the shareholder must appear at the applicable meeting to present its nomination or proposed business to avoid the nomination or proposed business being disregarded. In addition, the Bylaws make certain procedural, clarifying and conforming changes.