Clean Harbors, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 04/06/2021   Download
SEC Document
SEC Filing
On April 1, 2021, the Board of Directors (the “Board”) of Clean Harbors, Inc. (the “Company”) amended and restated the Company’s By-Laws to add a new Article VIII to provide, with certain exceptions, that (i) the courts of the Commonwealth of Massachusetts and any federal district court located within the Commonwealth of Massachusetts (collectively, “Massachusetts Courts”) shall be the exclusive forum for certain types of legal actions arising under Massachusetts law and (ii) the federal district courts of the United States (“Federal Courts”) shall be the exclusive forum for legal actions arising under federal securities laws including, in particular, the Federal Securities Act of 1933, as amended, and the Federal Securities Exchange Act of 1934, as amended. The new Article VIII is referred to below as the “Exclusive Forum Amendment.” As a result of the addition of the Exclusive Forum Amendment, previous Article VIII (“Miscellaneous Provisions”) of the Company's By-Laws was renumbered as Article IX.
The Amended and Restated By-Laws became effective on April 1, 2021. While shareholder approval of the Exclusive Forum Amendment is not legally required, the Board has determined that it will seek shareholder ratification of the Exclusive Forum Amendment at the Company’s 2021 annual meeting of shareholders.