Regency Centers Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a    Download
SEC Document
SEC Filing

On August 2, 2022, the Board of Directors (the “Board”) of Regency Centers Corporation (“Regency” or the “Company”) approved Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately upon approval by the Board. The Amended and Restated Bylaws had the effect of amending the previous Bylaws (the “Prior Bylaws”) of the Company by:

1.
removing language in the Prior Bylaws that had required that the Company’s annual shareholders meeting be held within five months of the end of each fiscal year;
2.
adding that a call of a special meeting by shareholders is subject to certain advance notice requirements and the disclosure of certain shareholder and nominee information, discussed below in paragraph 3;
3.
adding advance notice provisions for shareholders seeking to raise business matters or director nominations at an annual or special meeting of shareholders, which provisions require, among other things, that:
a.
the shareholder giving notice submit notice of proposed business and/or director nominations (i) for an annual meeting, at least 90 (but not more than 120) days prior to first anniversary of the preceding year’s annual meeting (unless the annual meeting date is accelerated or postponed beyond specified dates) and (ii) for a special meeting, at least 90 (but not more than 120) days prior to the date of the special meeting (or the 10th day following the public announcement by the Company of the special meeting;
b.
the shareholder giving notice update and supplement such notice so that the information provided or required to be provided in the notice is true and correct as of the record date for the annual or special meeting and as of 10 days prior to such meeting;

 

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c.
the shareholder giving notice, the beneficial owner, if any, on whose behalf the nomination or proposal is being made and their respective affiliates and associates (collectively, the “Proposing Parties”) provide to the Company certain specified information related to, among other things, the Proposing Parties’ ownership of, economic exposure to and contractual and other obligations with respect to the Company’s securities,
d.
the shareholder submitting the notice provide, in the case of a notice for business other than the election of directors, a description of the business desired to be brought before the annual or special meeting and the text of the proposal to be considered at such meeting, and
e.
directors nominated by shareholders complete a written questionnaire, make certain representations, including as to voting commitments, arrangements with third-parties, fiduciary duties and compliance matters, and provide the Company with certain information.
4.
allowing the Board to adjust its size without the approval of shareholders;
5.
providing for more flexibility in the titles and duties of certain officers of the Company;
6.
clarifying and conforming various provisions of the Bylaws to the provisions of the Florida Business Corporation Act, including with respect to the indemnification of directors and officers, the holding of remote shareholder meetings and the delivery of certain notices to shareholders;
7.
accounting for the adoption by the U.S. Securities and Exchange Commission of the “universal proxy” rules and related requirements; and
8.
making certain other administrative updates and ministerial changes.