Kemper Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 08/08/2019   Download
SEC Document
SEC 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 Article II, Section 1 to expand the circumstances in which stockholder meetings may be held by remote communication;

Revised Article II, Section 2 to specify that the default date for the annual meeting of stockholders shall be the first Wednesday of May;

Revised Article II, Section 7 to specify that the Company, rather than the officer who has charge of the stock ledger, will make available before a stockholders meeting a complete list of stockholders entitled to vote at the meeting;

Revised Article II, Section 10 to specify that:

an executed proxy will be irrevocable if it states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power;

a proxy is suspended when the person executing the proxy votes at a meeting of the shareholders, unless the proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, in which case the agent named in the proxy will continue to have all voting and other rights referred to in the proxy;

all proxies must be verified by the Secretary or the Secretary’s designee at or in advance of a meeting before voting may commence at the meeting; and

proxies need not be limited to a specified action, but a proxy limited to a particular meeting will not be valid after the meeting concludes.

Revised Article V, Section 1 to eliminate the requirement that the Board designate the officers to be considered the Company’s “executive officers" as defined by rules promulgated under the Securities Exchange Act of 1934;

Revised Article VI, Section 2 to allow stock certificates to be signed by any two of the officers specified or otherwise authorized by the Board, as opposed to the prior requirement that the two officers who sign the certificate must be from two different specified officer groups;

Revised Article IX(a)(ii)-(iv) to modify the forum selection clause to include claims against agents of the Company; and

The amendments also include non-substantive wording and formatting changes in several sections.