WesBanco, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/24/2020   Download
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SEC Filing

On March 24, 2020, the Board of Directors (“Board”) of Wesbanco, Inc. (the “Company”) adopted the following changes to the Company’s Amended and Restated By-laws (“Bylaws”), effective as of March 18, 2020. Unless otherwise stated, Article and Section references below are to the Bylaws as so amended.


Conduct of Shareholder Meetings


Article II, Section 12 was added to allow the Company to hold, and shareholders to participate in, shareholders’ meetings by means of electronic communication in accordance with Section 31D-7-708(e) of the West Virginia Business Corporations Act (“WVBCA”).


Notice of Meetings


Article II, Section 8 was amended to clarify that the Company must notify shareholders of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date in accordance with Section 31D-7-705 of the WVBCA.


Elimination of Reference to Outdated Rule


The Bylaws were also amended to eliminate references to Rule 14a-11 under the Securities Exchange Act of 1934 as such rule is no longer in effect.  These revisions were made to Sections 4, 5 and 14 of Article III.


Miscellaneous Other Amendments


Article V, Section 2 was amended to clarify that the Compensation Committee of the Board determines the compensation of the Company’s executive officers.


Article XI, Section 1, which deals with amending the Bylaws, was amended to include references to that Article for clarification purposes.