TransUnion
Extract: Planned Defense Change from a 8-K on 08/12/2019   Download
SEC Document
SEC 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 (i) declassify its Board of Directors such that directors will stand for election to one-year terms, with all directors standing for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders, (ii) eliminate the supermajority voting requirements that currently exist for removal of directors and certain amendments to the Charter and the Bylaws, (iii) remove certain rights, privileges and protections included in the Charter relating to former significant stockholders of the Company that have expired by their terms, (iv) remove the corporate opportunity waiver provision included in the Charter, and (v) make certain other technical revisions to the Charter (the “Proposed Amendments”).
The Proposed Amendments will require the affirmative vote of the holders of at least 66⅔% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon. The Proposed Amendments will be set forth in detail in the Company’s 2020 proxy statement, which will be filed in advance of the 2020 Annual Meeting. In the event the Proposed Amendments are approved at the 2020 Annual Meeting and become effective, the Board will approve conforming amendments to the Bylaws.