Black Knight, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/04/2019   Download
SEC Document
SEC Filing
On October 30, 2019, the Board of Directors of Black Knight, Inc. (“Black Knight” or the “Company”) amended and restated the Company’s bylaws. The primary purpose of the amendments to the bylaws was to implement majority voting in uncontested director elections. Previously, our bylaws provided that directors were elected by a plurality of the votes cast in director elections. We also made other clarifying changes related to the Company’s recent amendment of its Certificate of Incorporation to eliminate the classified structure of our board of directors over a three-year period. 

Section 3.1 of the amended and restated bylaws provides that each director shall be elected by a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present. However, if as of 10 days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission the number of director nominees exceeds the number of directors to be elected in such election (a “contested election”), the directors shall be elected by the vote of a plurality of the votes cast.

In an uncontested election of directors, any incumbent director who does not receive a majority of the votes cast will promptly tender his resignation to the Board of Directors. The Board of Directors will decide, after considering the recommendation of the Corporate Governance and Nominating Committee, whether to accept or reject the tendered resignation, or whether other action should be taken. The director nominee in question will not participate in the recommendation or decision making process. An explanation by the Board of Directors of its decision will be publicly disclosed within 90 days from the date of publication of the election results. If the Board of Directors determines to accept a director’s resignation, or if a director nominee who is not an incumbent director is not elected, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with our bylaws.

The amended and restated bylaws were effective immediately. The Board of Directors adopted these amendments in response to the shareholders’ vote in favor of our management proposal concerning majority voting at its annual meeting of shareholders held in June 2019. The adoption reflects the Board’s commitment to corporate governance practices that are consistent with the best interests of our shareholders.