Ruth's Hospitality Group, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a    Download
SEC Document
SEC Filing

On August 4, 2022, the Board of Directors (the "Board") of the Company approved amendments to the Company’s bylaws (as amended, the “Amended and Restated Bylaws”), effective as of that date.

 

The amendments add a new Section 10 of Article VI to specify the forum in which certain state law-based claims may be brought against or on behalf of the Company.  With respect to the advance notice provisions concerning stockholder nominations of directors and stockholder proposals (other than pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) to be brought before a meeting of stockholders, the amendments clarify Sections 11 and 12 of Article II, respectively, with regard to eligibility requirements and expand the information and representations that a stockholder proponent must include in a written notice to the Company for purposes of making such nominations or proposing such matters. In particular, Article II, Sections 11 and 12 of the Amended and Restated Bylaws were revised to require, among others, a signed questionnaire and written representation agreement from each person a stockholder proposes to nominate for election as a director and additional information about a stockholder proponent’s financial interests and intentions.