Goodrich Petroleum Corporation
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 08/21/2019   Download
SEC Document
SEC Filing
On June 13, 2019, the holders of record of approximately 53.74% of the outstanding shares of the common stock, par value $0.01 per share (the “Common Stock”) of Goodrich Petroleum Corporation (the “Company”) executed a written consent (the “Consent”) approving the adoption of an amendment and restatement (the “Amendment”) of the Company’s Second Amended and Restated Certificate of Incorporation dated October 12, 2016 (the “Original Certificate of Incorporation” and as amended and restated by the Amendment, the “Amended Certificate of Incorporation”). Pursuant to such Consent and consistent with the approvals of the Company’s Board of Directors (the “Board”), on August 15, 2019, prior to commencing its 2019 Annual Meeting of Stockholders on August 20, 2019 (the “Annual Meeting”), the Company submitted the Amended Certificate of Incorporation, effective August 16, 2019, for filing with the Delaware Secretary of State. The Company received confirmation from the Delaware Secretary of State on August 16, 2019 that the Amended Certificate of Incorporation has been filed and is effective.
The Amended Certificate of Incorporation made the following changes to the Original Certificate of Incorporation:

Provides that the size of the Board will consist of one or more directors with such number to be determined by the Board in its sole discretion from time to time;

Provides that the Board will consist of a single class with each director serving a term of one year;

Provides that directors may be removed with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote in director elections;

Removes certain provisions regarding the rights of holders of previously outstanding warrants issued by the Company; and

Removes certain voting limitations and other provisions adopted in connection with and/or related to the Company’s emergence from bankruptcy in 2016.