NCR Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 07/27/2021   Download
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On July 21, 2021, the Board of Directors (the “Board”) of NCR Corporation, a Maryland corporation (the “Company”), amended and restated the Company’s Bylaws (the “Amended Bylaws”) as summarized below.

 

   

Section 4 of Article I was amended to provide that a nominee for election as a director will be elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee at a meeting of stockholders duly called and at which a quorum is present; provided, however, that directors will be elected by a plurality of the votes cast at a meeting of stockholders duly called and at which a quorum is present for which the number of nominees is greater than the number of directors to be elected at the meeting. Prior to the adoption of the Amended Bylaws, directors were elected only by the majority of votes cast.

 

   

Section 6 of Article I was amended to incorporate clarifications and enhancements regarding the conduct and administration of stockholder meetings.

 

   

Article I was amended to add a new Section 12 regarding inspectors for meetings.

 

   

Article II was amended to add a new Section 12 providing clarity on the procedures for filling vacancies on the Board.

In addition to the amendments described above, the Amended Bylaws also include certain changes to (i) clarify language, (ii) conform language more closely to Maryland law, and (iii) make various ministerial changes.