Unit Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/10/2020   Download
SEC Document
SEC Filing
With respect to the Bylaws, the material differences between the Bylaws and the Prior Bylaws include the following:
The Bylaws provide that to make a nomination or bring other business before a meeting of the Company’s stockholders, a stockholder must own at least one percent (1%) of the then outstanding Voting Stock. The Prior Bylaws did not contain any such ownership requirement.
The Bylaws provide that any special meeting of the stockholders, unless otherwise required by statute or by the Certificate of Incorporation, may only be called by (i) a majority of the entire Board or (ii) by the Secretary of the Company acting at the written request of stockholders owning at least twenty-five percent (25%) of the Voting Stock. The Prior Bylaws provide that a special meeting of stockholders may only be called by the Board or by the President.
The Bylaws provide that, if the Company terminates and/or suspends its reporting obligations under Section 12(g) or Section 15(d) of the Securities Act, for so long as the Company does not have a class of securities registered pursuant to Section 12 or Section 15 of the Exchange Act, the Company shall provide to the stockholders by such means as reasonably determined by the Company (i) customary quarterly unaudited financial statements within forty-five (45) days following the end of each calendar quarter, and (ii) customary annual audited financial statements within ninety (90) days following the end of each fiscal year. The Bylaws further provide the Company shall provide all holders of over five percent (5%) of then-outstanding Common Stock (calculated on a fully-diluted basis) with (i) copies of
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material reports and certificates delivered by the Company to its lenders concurrently with such delivery to its lenders and (ii) copies of all budgets approved by the Board. The Prior Bylaws did not contain comparable provisions.
The Bylaws provide that nominees to the Board must be nominated by or at the direction of the Board, by any committee of the Board or by any stockholder of the Company who owns at least one percent (1%) of the then outstanding Voting Stock who complies with the notice procedures set forth in the Bylaws. The Prior Bylaws provided that nominees to the Board could be nominated by or at the direction of the Board or by any stockholder of the corporation who was a stockholder of record of the corporation at the time such stockholder provided notice in accordance with the notice requirements of the Prior Bylaws.