Discovery, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/13/2020   Download
SEC Document
SEC Filing
On November 10, 2020, the board of directors (the “Board”) of Discovery, Inc. (the "Company") amended and restated the Company's bylaws, effective immediately upon the Company’s receipt of a certain stockholder consent, which consent the Company received on November 10, 2020.

The changes to the Company’s bylaws include the following:

Provide that either the chair of the Board or the President of the Company, in addition to the Board, may designate any place at which meetings of the Company’s stockholders may be held, whereas previously only the Board could designate such place;

Clarify that special meetings of the Company’s stockholders may only be called by the secretary of the Company at the request of not less than 75% of the members of the Board and limit business transacted at any special meeting of stockholders to matters relating to the purpose or purposes stated in the notice of such meeting;

Provide that if the Board fixes a new record date for an adjourned meeting, the record date for determining stockholders entitled to receive notice of the adjourned meeting will be the same or earlier as the record date for determining stockholders entitled to vote at the adjourned meeting;

Provide that a press release reported by any national news service, as opposed to the prior requirement that only certain news services, will serve as a “public announcement” for the purpose of providing notice of stockholder business and nominations;

Provide that in the absence of the secretary of the Company at any meeting of stockholders, the Board or the chair of the meeting may appoint any other person to act as secretary of the meeting, whereas previously only the chair of such meeting could make such an appointment;

Provide that members of the Board or any committee will be deemed present in any meeting of the Board or such committee that is conducted by telephone or other communication by which all members can hear each other;

Delete specific requirements pertaining to Board committee formation and procedures, and instead permit the Board to designate Board committees and delegate authority as it determines from time to time and provide that committees of the Board may determine their actions and fix the time and place of their meetings unless the Board determines otherwise; and

Add a forum selection provision that designate the state or federal court located in Delaware to be the sole and exclusive forum for certain lawsuits.

The Company’s amended and restated bylaws also include certain technical, conforming, modernizing and clarifying changes.