Commvault Systems, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 08/28/2020   Download
SEC Document
SEC Filing
Commvault Systems, Inc. (the “Company”) held its annual meeting of stockholders (the “2020 Annual Meeting”) on August 27, 2020. At the 2020 Annual Meeting, the stockholders of the Company approved and adopted a proposal to amend the Company’s amended and restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) to declassify the board of directors of the Company (the “Board”) and provide for the annual election of directors (such amendment, the “Certificate Amendment”). The Certificate Amendment was previously approved and adopted by the Board, subject to stockholder approval. The Company filed the Certificate Amendment with the Delaware Secretary of State, and it became effective on August 27, 2020.

Directors who have been elected to three-year terms prior to the effective date of the Certificate Amendment (including directors elected at the 2020 Annual Meeting) will complete their three-year terms. Directors whose terms expire in 2021 and 2022 (or their successors) will be elected at the annual meeting of stockholders held in such years for one-year terms. At the 2023 annual meeting of the Company’s stockholders (and at each succeeding annual meeting of stockholders), the entire Board will be elected for a one-year term expiring at the next annual meeting of stockholders. The Certificate of Incorporation provides that (1) prior to the 2023 annual meeting of stockholders, each director may be removed only for cause and (2) after the 2023 annual meeting of stockholders, each director may be removed with or without cause, in each case, by the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock of the Company, voting together as a single class.