FLIR Systems, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 05/21/2020   Download
SEC Document
SEC Filing
As previously disclosed, at the 2020 annual meeting of stockholders of FLIR Systems, Inc. (the “Company”) held on April 16, 2020 (the “2020 Annual Meeting”), the Company’s stockholders approved the proposed reincorporation of the Company from Oregon to Delaware (the “Reincorporation”) by means of a Plan of Conversion, as described in the Company’s definitive proxy statement on Schedule 14A for the 2020 Annual Meeting filed with the Securities and Exchange Commission on March 11, 2020 (the “2020 proxy statement”). Pursuant to the Plan of Conversion, the Company effected the Reincorporation at 12:00pm ET on May 20, 2020 by filing a Certificate of Conversion and a Certificate of Incorporation (the “Delaware Certificate”) with the Secretary of State of the State of Delaware and by filing Articles of Conversion attaching the Plan of Conversion with the Secretary of State of the State of Oregon (the “Oregon Articles of Conversion”). Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “Delaware Bylaws”).

At the effective time of the Reincorporation:

the affairs of the Company ceased to be governed by the Oregon Business Corporation Act, the Company’s existing articles of incorporation and bylaws, and instead became governed by the General Corporation Law of the State of Delaware, the Delaware Certificate and the Delaware Bylaws;

each outstanding share of the common stock of the Company previously incorporated in Oregon (“FLIR Oregon”) automatically converted into one share of common stock of the Company reincorporated in Delaware (“FLIR Delaware”), and certificates issued for shares of FLIR Oregon’s common stock prior to the Reincorporation automatically came to represent shares of FLIR Delaware’s common stock upon completion of the Reincorporation;

each outstanding option to purchase shares of FLIR Oregon’s common stock was converted into an option to purchase the same number of shares of FLIR Delaware’s common stock, with no other changes in the terms and conditions of such options; and

the Company’s other employee benefit arrangements, including, but not limited to, equity incentive plans with respect to issued unvested restricted stock, continued upon the terms and subject to the conditions specified in such plans.

The principal changes between the Company’s bylaws that existed prior to the Reincorporation and the Delaware Bylaws are:

Vacancies on the Board of Directors may now only be filled by a majority of the remaining members of the Board, whereas under the prior bylaws, vacancies could be filled by the stockholders or the Board;

Directors of the Company may now be removed with or without cause, by the vote of the holders of a majority of the outstanding shares of stock then entitled to be cast for the election of directors, whereas under the prior bylaws, directors could be removed only for cause and at a meeting of stockholders called expressly for that purpose, by the vote of a majority of the shares then outstanding;

Special meetings of stockholders may now be called by the Board of Directors, the Executive Committee (if any) and by the Corporate Secretary upon the written request of stockholders who represent at least 25% of the voting power of the outstanding shares of stock, whereas under the prior bylaws stockholders owning 10% of the voting power could call a special meeting of stockholders;

The Bylaw provisions relating to indemnification for directors and officers of the Company have been updated in accordance with Delaware law and revised to add various customary provisions; and

The Bylaws also contain a number of routine provisions intended to comply with current Delaware corporate law.