Amerant Bancorp Inc.
Extract: Bylaws Amended/Restated (Plain English Desc), Charter Amended/Restated (Plain English Desc) from a 8-K on 11/19/2021   Download
SEC Document
SEC Filing
Prior to the Merger, the Company’s Amended and Restated Articles of Incorporation, as amended (the “Charter”) authorized a total of 550,000,000 shares of capital stock, $0.10 par value per share, consisting of 500,000,000 shares of common stock, 400,000,000 of which were designated Class A Common Stock and 100,000,000 of which were designated Class B Common Stock, and 50,000,000 shares of preferred stock, $0.10 par value per share.

Following the Merger, the Company’s Second Amended and Restated Articles of Incorporation (the “Amended Charter”) authorize a total of (i) 250,000,000 shares of common stock, $0.10 par value per share, 225,000,000 of which are designated as Class A Common Stock, and 25,000,000 of which are a newly designated class of Non-Voting Class A Common Stock, and (ii) 50,000,000 shares of preferred stock, $0.10 par value per share. The Non-Voting Class A Common Stock are identical to the Class A Common Stock in all respects except that the Non-Voting Class A Common Stock are not entitled to vote on any matter (unless such a vote is required by applicable laws or Nasdaq regulations in a particular case).

In connection with the Merger, the Company also amended its Amended and Restated Bylaws (the “Bylaws”) to eliminate all references to Class B Common Stock, add references to the Non-Voting Class A Common Stock, and to make technical changes to conform to changes in Florida law and best practices.