Cactus, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/09/2020   Download
SEC Document
SEC Filing
On September 8, 2020, the Board of Directors (the “Board”) of Cactus, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to allow certain stockholders to include their director nominees in the Company’s annual meeting proxy materials (the “proxy access Bylaw”) and to make certain other changes as described below. Under the proxy access Bylaw, any eligible stockholder, or eligible group of up to 20 stockholders, owning shares representing 3% or more of the voting power entitled to vote generally in the election of the Company’s directors continuously for at least three years (two years in the case of the annual meeting to be held in 2021 only) may, subject to certain limitations, nominate and include in the Company’s proxy materials for an annual meeting of stockholders, a number of director nominees not to exceed the greater of (a) two directors or (b) 20% of the directors then serving on the Board (rounded down to the nearest whole number), provided that the eligible stockholder or eligible group of stockholders and the director nominee(s) satisfy the requirements specified in the Bylaws, including the requirement that notice of a nomination be provided to the Company’s Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the date the definitive proxy statement was first mailed to stockholders in connection with the preceding year’s annual meeting of stockholders. Proxy access will be first available to stockholders for the Company’s 2021 Annual Meeting of Stockholders.

In addition, the Bylaws were also amended to, among other things:
Make certain conforming changes and updates to the provision governing stockholder director nominations outside of the proxy access process.
Make other non-substantive, procedural, clarifying and conforming changes.