Greif, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/03/2021   Download
SEC Document
SEC Filing
On August 31, 2021, the Company’s Board of Directors (the “Board”) adopted the Third Amended and Restated By-Laws of Greif, Inc. (the “Third A&R By-Laws”). The Board adopted the Third A&R By-Laws to provide for a modern and streamlined structure, to add language that reflects the Board’s current practices and procedures, and to provide the Board with more flexibility to conduct business. The Third A&R By-Laws are attached as Exhibit 99.2 to this Current Report on Form 8-K.

The following is a summary of the major changes made by the Third A&R By-Laws:
Section ReferenceBy-Law Change
1.1. Annual Meetings
Removed annual meeting requirement of the fourth Monday in February to six months from the beginning of the fiscal year.

Modified to provide Board with the ability to postpone the annual stockholder meeting by public announcement.
1.2. Special Meetings
Lowered the voting percentage for stockholders to call a special meeting to 33 percent of the voting power from 50 percent of voting power.
1.5. Quorum
Modified to provide that if a stockholder quorum (majority of the voting power) is not present at the meeting, then the chairperson may adjourn the meeting until a stockholder quorum is present.
1.8. Advanced Business Notice
Modified to provide that notice of business to be brought by a stockholder must be given no later than 90 days and no earlier than 120 days from the anniversary date of the previous annual meeting. If no annual meeting held the prior year, or the annual meeting moves 30 days before or after the anniversary date, then a stockholder has 10 days from the date of notice or public announcement to provide a stockholder notice.

Modified to provide that adjournment or postponement of a stockholders meeting does not commence a new time period for stockholders to give notice of proposed business.

Modified to provide that, for notice by a stockholder to bring business before a meeting, certain information must be provided to the Company by the stockholder giving notice of the proposed business, (including intentions to attend in person to present business, provide information about director nominee (address, employment, and stock ownership), and any special arrangements between the stockholder and nominee. Requirement that if the stockholder does not appear at the stockholders meeting to present the proposed business, including director nomination, then such business shall be disregarded/cancelled even if votes have already been cast.
2.1. Number of Directors
Modified to create a range of 8-13 director seats which can be changed at any time within this range by resolution of the Board.
2.7. Regular Meetings
Modified to provide that, for regularly scheduled Board meetings, a notice specifying the time and place is not required.
2.9. Notice of Special Meetings
Modified to create more flexibility and reduce time constraints on calling a special board meeting. Updated methods of receiving notice of a special meeting to include notice received by email. If the notice is mailed, then there is requirement of four calendar days advanced notice, but if notice is made by telephone, in person, fax, email, then 24 hours’ notice is considered properly given.
3.1. Committees of Directors
Removed the historic Executive Committee, including responsibilities and powers of the Executive Committee and replaced with a list of current Committees, including Board delegated responsibilities and powers consistent with current Board structure and practices. Removed sections titled “Nominating and Corporate Governance Committee” and “Other Committees” and incorporated the language from these sections into the new section 3.1.
3.2. Meeting Procedures
Updated meeting procedure language so that it applies to all Committees and modified procedural language to be consistently applied with procedures of board meetings.
4.1. Officers and Titles
Simplified officer title designation and provided the Board with the ability to create other officer titles not listed as needed to support the Company. Removed an old section titled “Additional Officer, Agents, Etc.” and incorporated the language from this section into the new section 4.1.

4.2. Election and Terms of Office
Updated with commonly used officer departure language to cover more specific situations. Removed the Board requirement to establish officer qualifications determination. Removed officer compensation determinations as this function is conducted by the Compensation Committee.
4.3. Removal
Modified to provide that an officer may be removed from office without a Board meeting and notice requirement.
5.1. Indemnification in Non-Derivative Actions
Modified to provide indemnification for persons serving on a nonprofit entity at the request of the Board
5.3. Good Faith Defined
Modified to provide a broad definition of “good faith” and to clarify that Section 5.3 does not limit in anyway the standard of conduct defined in Sections 5.1 and 5.2.
6.10. Amendments
Modified to expressly require majority vote of the authorized number of directors to amend the By-Laws and to expressly provide for the ability of stockholders to amend the By-Laws by a majority of the voting power of the Company.