Lee Enterprises, Incorporated
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/27/2019   Download
SEC Document
SEC Filing
On June 26, 2019, the Board adopted and approved, effective immediately, amended and restated bylaws (as amended, the “Second Amended and Restated Bylaws”) of the Company to, among other things:

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provide for majority voting in uncontested director elections, instead of plurality voting;
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provide for “proxy access” which allows a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or 20% of the Board, provided that the stockholders and nominees satisfy the requirements specified in the Second Amended and Restated Bylaws;
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revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, requiring that advance notice for stockholder proposals and director nominations be received between 120 days and 90 days prior to the anniversary of the immediately preceding annual meeting (the prior advance notice deadline was not later than the date fixed annually by the Board of Directors and set forth in the proxy statement for the preceding annual meeting, which historically was approximately 150 days prior to the anniversary of the immediately preceding annual meeting);


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designate the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any state court located within the State of Delaware or, if such state courts lack jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum;
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allow for stockholder meetings by means of remote communication;
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provide that the chairman of a stockholder meeting may adjourn any meeting of stockholders for any reason, whether or not there is a quorum present;
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give the Board of Directors explicit authority to postpone or reschedule a stockholder meeting;
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clarify the power of the Chairman of a stockholder meeting over the conduct of such meeting;
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effectuate an election to be governed by Section 141(c)(2) of the Delaware General Corporation Law, which provides, among other things, greater flexibility with respect to the authority of committees of the Board of Directors;
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clarify that vacancies on the Board of Directors may only be filled by the Board of Directors;
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provide that special meetings of the Board of Directors may only be called by the Chairman or a majority of the directors, instead of by the Chairman or any two directors; and
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make certain other administrative, modernizing, clarifying and conforming changes.