Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 08/12/2019   Download
SEC Document
SEC 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 voting standard in uncontested elections of directors. As a result of the Amendment, a director nominee will be elected upon the affirmative vote of a majority of the total votes cast in the election, which means that the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Prior to the adoption of the Amendment, members of the Board were elected by a plurality vote standard. The Bylaws will retain a plurality vote standard for contested director elections.
In connection with the approval of the Amendment, the Board also approved changes to the Company’s Corporate Governance Guidelines to require any incumbent director who fails to receive the required number of votes for re-election to promptly tender his or her resignation, and the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken, within 90 days from the date of the certification of election results.