Booking Holdings Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/04/2021   Download
SEC Document
SEC Filing
As disclosed in the Company’s 2021 Proxy Statement, the Board planned to approve amendments to the Company’s Amended and Restated By-Laws in connection with the approval of the Amendment to provide for accompanying procedural safeguards governing the use of action by written consent (the “Amended By-Laws”). On June 3, 2021, the Board approved the Amended By-Laws to provide for the right of stockholders to act by written consent, including the procedural safeguards as summarized below and other conforming and ministerial changes, effective as of June 4, 2021.

The Amended By-Laws provide for procedural safeguards governing the use of action by written consent, including: (i) a request for action by written consent must include the same information as would be required to propose a matter to be acted upon at a stockholder meeting, including a reasonably brief description of the business desired to be acted upon, and the text of the proposal or business; (ii) a request for action by written consent must include the requesting stockholder’s name and address, the class, series and number of shares of capital stock of the Company held by such stockholder and include a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with such business, and any material interest of such stockholder in such business; (iii) written consents must be solicited from all stockholders; (iv) consents signed by a sufficient number of stockholders to take such action must be delivered to the Company within a 60-day time period starting from the date of the earliest dated consent that is delivered to the Company in the manner required by the Restated Certificate of Incorporation and the Amended By-Laws; and (v) the written consent process is not available for matters that would not be a proper subject for stockholder action, or would be in violation of applicable law.