General Dynamics Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/04/2021   Download
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SEC Filing
On June 2, 2021, the Board of Directors (the “Board”) of General Dynamics Corporation (the “Corporation”) amended and restated the Corporation’s bylaws to add an exclusive forum provision as new Article XII. Under new Article XII, unless the Corporation consents in writing to the selection of an alternative forum: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Bylaws, or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction thereof, the federal district court for the District of Delaware. In addition, under new Article XII, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The amendments also provide that the registered office and registered agent of the Corporation shall be as stated in the Certificate of Incorporation of the Corporation; articulate the Board’s authority to postpone, reschedule or cancel a meeting of stockholders that had previously been scheduled by the Board; provide that the number of nominees that a stockholder seeking to nominate persons for election to the Board under the advance notice provision may not exceed the number of directors to be elected at the meeting; clarify that the voting standard for all matters submitted to the stockholders is the affirmative vote of the holders of a majority in voting power of the shares present in person or by proxy and entitled to vote on the matter unless a different or minimum vote is required by the Certificate of Incorporation of the Corporation, the Bylaws, the rules and regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter; expand the manner in which two or more funds may qualify as one stockholder for purposes of the proxy access provision; provide that whenever stockholders are required to deliver a document or information to the Corporation under the advance notice provision or the proxy access provision (other than a notice provided under Section 14a-8 of the Securities Exchange Act of 1934, as amended) such document or information shall be in writing exclusively and shall be delivered exclusively by hand or by certified or registered mail, return receipt requested; clarify the means by which notice of Board meetings may be provided to members of the Board; and clarify that a quorum of the Board may not be less than one-third of the total number of directors.
Finally, the amendments include other changes intended to clarify and conform various provisions of the Bylaws to the General Corporation Law of the State of Delaware and to other provisions of the Bylaws and to make certain non-substantive changes and updates.