Waters Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/08/2020   Download
SEC Document
SEC Filing

On October 8, 2020, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) approved an amendment and restatement of the bylaws of the Company (the “Amended Bylaws”), effective as of such date.

Among other matters, the Amended Bylaws (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, requiring that advance notice for stockholder proposals and director nominations be received between 120 days and 90 days prior to the anniversary of the immediately preceding annual meeting, rather than 60 days prior to the date of such annual meeting, (2) supplement the proxy access provisions to (a) require a representation that no proxy access nominee is holding securities of the Company with the intent to change or influence control of the Company and (b) clarify that the maximum number of proxy access nominees is reduced by the number of incumbent directors who join the Board pursuant to proxy fight or an agreement with a stockholder or group of stockholders in the preceding two years, (3) amend the existing forum selection bylaw to provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended, (4) add temporary provisions that, for the duration of an emergency, grant flexibility for the Company to act during times where normal Board procedures would be impractical, as expressly authorized by Delaware law, (5) provide that the chairman of a stockholder meeting may adjourn any meeting of stockholders for any reason, whether or not there is a quorum present, (6) clarify the power of the chairman of a stockholder meeting over the conduct of such meeting, (7) effectuate an election to be governed by Section 141(c)(2) of the Delaware General Corporation Law, which provides, among other things, greater flexibility with respect to the authority of committees of the Board, (8) provide that special meetings of the Board may only be called by the Chairman of the Board, in the absence of the Chairman of the Board, the President together with a member of the Nominating and Corporate Governance Committee of the Company, or a majority of the Board, rather than by the Chairman of the Board, the President or any two directors, (9) provide that the number of directors will be set by resolution of the Board rather than specifying a range of 5 to 11 directors in the bylaws and (10) make certain administrative, modernizing, clarifying and confirming changes.