WisdomTree Investments, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a    Download
SEC Document
SEC Filing
Effective August 1, 2022, our Board of Directors approved an amendment and restatement of our Second Amended and Restated
By-Laws
(as amended and restated, the “Third Amended and Restated
By-Laws,”
which are referred to in this Report as the
“By-laws”).
The
By-laws
were amended to:
 
   
revise the advance notice of nomination provisions to enhance the informational and procedural requirements for the submission by stockholders of proposals of business and director nominees, including changes to address Rule
14a-19
of the Exchange Act, which takes effect on September 1, 2022 (Article II, Section 2);
 
   
implement proxy access to allow a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials for an annual meeting of stockholders, director nominees constituting up to the greater of two nominees or 25% of the Board of Directors (Article II, Section 11);
 
   
provide that the Chair of the Board or the President can call a meeting of the Board of Directors with less than the required time for notice if they determine it is necessary (Article III, Section 3);
 
   
provide that a majority of the members of the Board of Directors then in office constitutes a quorum, provided that a quorum cannot be less than one third (1/3) of the total number of directors (Article III, Section 4);
 
   
provide that the Board of Directors may by resolution decide that some or all classes or series of stock will be uncertificated stock (Article VI, Section 1);
 
   
provide that action by a majority of the Board of Directors is required to amend the
By-laws,
rather than the majority vote of the directors then in office (Article IX, Section 1); and
 
   
provide that the federal district courts of the United States be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 and the Exchange Act (Article X).
 
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Table of Contents
The
By-laws
also contain conforming, clarifying and updating changes to supplement the foregoing amendments, as well as certain other routine, technical, and
non-substantive
updates and revisions.