Capstead Mortgage Corporation
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 07/26/2021   Download
SEC Document
SEC Filing

On July 25, 2021, the Capstead board of directors approved and adopted an amendment to Capstead’s Amended and Restated Bylaws (the “Bylaws”) to explicitly provide that the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Capstead, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the Maryland General Corporate Law (“MGCL”), or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any current or former director, officer or employee of Capstead to Capstead or to the stockholders of Capstead, (ii) any other action asserting a claim against Capstead or any current or former director, officer or employee of Capstead arising pursuant to any provision of the MGCL, Capstead’s charter or the Bylaws or (iii) any action asserting a claim against Capstead or any current or former director, officer or employee of Capstead that is governed by the internal affairs doctrine. The amendment to the Bylaws further provides


that (i) none of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless Capstead consents in writing to such court and (ii) unless Capstead consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, 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.