Pyxus International, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K12G3 on 08/24/2020   Download
SEC Document
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Bylaws

Shares and Shareholders. The Bylaws provide that shares of the Company’s capital stock may be certificated or uncertificated and establish procedures for the transfer of shares and the replacement of lost, destroyed or mutilated share certificates. The Bylaws include provisions addressing the holding of shareholder meetings, including the required notice and record date therefor, presiding officer and appointment of voting inspectors. The Bylaws provide that special meetings of the shareholders may be called by the chairperson of the Company’s board of directors, the Chief Executive Officer or a majority of the board of directors or at the request of persons as specified in the Articles.


Advance Notice Requirements. The Bylaws provide that any shareholder entitled to vote in the election of directors generally may nominate at a meeting of shareholders one or more persons for election as a director if written notice of such nomination or nominations is given to and received by the Secretary of the Company in accordance with the requirements of the Bylaws, which notification must include:

 

   

the name, age and address of each proposed nominee;

 

   

the principal occupation of each proposed nominee;

 

   

the nominee’s qualifications to serve as a director;

 

   

the name and address of the notifying shareholders;

 

   

the number of shares owned by the notifying shareholder;

 

   

a description of agreements or arrangements between the notifying shareholder and any other person(s) in connection with director nominations;

 

   

a description of agreements or arrangements entered into by the notifying shareholder with the intent to mitigate loss, manage risk or benefit from changes in the stock price or increase or decrease the voting power of the notifying shareholder; and

 

   

a representation that the notifying shareholder is a holder of record of shares of capital stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to make the nomination(s).

The Bylaws provide that to be timely such notification must be given, either by personal delivery or by United States mail, postage prepaid, to, and received by, the Secretary of the Company not later than (i) with respect to an election to be held at an annual meeting of shareholders, one hundred twenty (120) days before the anniversary of the date of the Company’s annual meeting in the immediately preceding year and for the 2021 annual meeting of shareholders not later than the later of one hundred twenty (120) days before the date of such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company, and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders.

The Bylaws provide that for business to be properly brought before an annual meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company, which notification must include:

 

   

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

 

   

the name and record address of the shareholder proposing the business;

 

   

the number of shares beneficially owned by the shareholder;

 

   

any material interest the shareholder has in such business;

 

   

a description of agreements or arrangements between the notifying shareholder and any other person(s) in connection with the proposal of business;

 

   

a description of agreements or arrangements entered into by the notifying shareholder with the intent to mitigate loss, manage risk or benefit from changes in the stock price or increase or decrease the voting power of the shareholder; and

 

   

a representation that the notifying shareholder is a holder of record of shares of capital stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the business.


The Bylaws provide that to be timely such notification must be given, either by personal delivery or by United States mail, postage prepaid, to, and received by, the Secretary of the Company not later than one hundred twenty (120) days before the anniversary of the date of the Company’s annual meeting in the immediately preceding year and for the 2021 annual meeting of shareholders not later than the later of one hundred twenty (120) days before the date of such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company.

Directors and Officers. The Bylaws include provisions addressing meetings of the board of directors of the Company, including the required notice for meetings, the conduct of such meetings, and related matters. The Bylaws provide Directors are to be paid reasonable compensation for their services as Directors, including any service on any committee of the board of directors, as determined by the board of directors from time to time, and may be paid (i) an additional amount determined by the board of directors for their services as chairperson of the board of directors or chairperson of any special or standing committee of the board of directors and (ii) a fixed sum for attendance at each regular, adjourned, or special meeting of the board of directors or any special or standing committee thereof, which amounts may be paid in cash or other property. The Bylaws further provide that the Company shall pay or reimburse the reasonable, documented out-of-pocket expenses incurred by the Directors in connection with their service as Directors, and that each Glendon Director and each Monarch Director may assign his or her right to receive such compensation to the Glendon Investor (or any affiliate thereof) or the Monarch Investor (or any affiliate thereof), respectively. The Bylaws also provide for the officers of the Company and the responsibilities of the officers.

Exclusive Forum. The Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Eastern District of Virginia, Richmond Division, or in the event that court lacks jurisdiction to hear such action, the Circuit Court of the City of Richmond, Virginia, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a legal duty owed by any current or former director, officer or other employee or agent of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the VSCA, the Articles or the Bylaws (as any may be amended from time to time), or (iv) any action asserting a claim against the Company or any current or former director or officer or other employee or agent of the Company governed by the internal affairs doctrine that is not included in clause (i), (ii) or (iii) above.