Universal Health Services, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/22/2022   Download
SEC Document
SEC Filing

On September 21, 2022, the Bylaws (the “Bylaws”) of Universal Health Services, Inc. (the “Company”), were amended and restated in their entirety (the “Amended and Restated Bylaws”) by the Company’s Board of Directors (the “Board”). The Amended and Restated Bylaws are effective immediately.

The amendments, among other things:

 

clarify that meetings of stockholders can be held solely by remote means.

 

establish advance notice requirements in the bylaws for stockholders to make nominations for election to the board of directors at annual or special meetings or to propose other matters (other than matters properly brought under Section 14a-8 of the Securities Exchange Act of 1934, as amended) to be acted upon by stockholders at annual meetings.  The advance notice provisions require, among other things, written notice from the stockholder seeking to make a nomination or propose such other business setting forth certain information and representations to be provided to the Company during a specified timeframe as set forth in the Bylaws.

 

with respect to the ability of stockholders owning at least a majority of the outstanding voting power to request that a special meeting of stockholders be called, the amendments include provisions concerning certain procedural requirements relating to the ownership of shares by a stockholders requesting the special meeting and procedural requirements relating to the calling of such special meeting including, among other things, requiring a written notice from such stockholders requesting the special meeting which notice shall include, among other thing, the information and representations that are required for nominations or proposals to be made by stockholders at an annual meeting under the advance notice provision.

 

include a prohibition against action by consent in lieu of a meeting consistent with the restriction set forth in the Company’s Certificate of Incorporation

 

provide for who will preside over meetings of stockholders and clarify the authority of the Board and the chair of the meeting of stockholders in connection with the conduct of meetings of stockholders, including that the chair of the meeting has the authority to convene, adjourn or recess any meeting of stockholders.

 

provide that the voting standard for all matters submitted to the stockholders (other than the election of directors) is the majority of the votes cast by the stockholders present in person or represented by proxy at the meeting unless a different or minimum vote is required by the Company’s Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Company, or any law or regulation applicable to the Company or its securities, in which case such different or minimum vote will be the applicable vote on the matter.

 

provide for the appointment by the Board of Directors of an Executive or non-Executive Chair of the Board as well as a Lead Director.

 

provide for mandatory indemnification and advancement of expenses for officers and directors of the Company to the fullest extent permitted by Delaware Law.

 

provide that, unless the Company consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for certain intracorporate matters and (ii) the federal district courts of

 


 

 

the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended.

The amendments to the Bylaws also include other changes intended to clarify and conform various provisions of the Bylaws to the General Corporation Law of the State of Delaware, the Company’s Certificate of Incorporation and to other provisions of the Bylaws.