Penn Virginia Corporation
Extract: Other Material Defense/Proxy Disclosure from a 8-K on 12/27/2019   Download
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In connection with the Bylaw amendments referred to in Item 5.03 of this Current Report on Form 8-K, the Board approved and adopted amendments to the Company’s Corporate Governance Principles to implement a director resignation policy. The director resignation policy provides that any director who is not elected by a majority of the votes cast in an uncontested election is expected to tender his or her offer of resignation to the Nominating and Governance Committee. The Nominating and Governance Committee will recommend to the Board whether to accept or reject the resignation offer, or whether other actions should be taken. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the election results. If the Board accepts a director’s resignation offer pursuant to this process, the Board, with the assistance of the Nominating and Governance Committee, will thereafter determine whether to fill the vacancy or reduce the size of the Board. Any director who tenders his or her offer of resignation pursuant to this provision will not participate in the proceedings of either the Nominating and Governance Committee or the Board with respect to his or her own resignation offer