Cable One, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/21/2022   Download
SEC Document
SEC Filing
On November 18, 2022, the Board of Directors (the “Board”) of Cable One, Inc., a Delaware corporation (the “Company”), approved an amendment and restatement of the Company’s By-laws (the “Amended and Restated By-laws”), which became effective the same day.

The Amended and Restated By-laws include certain amendments made in response to the effectiveness of Securities and Exchange Commission rules related to the use of “universal” proxy cards in order to update the procedural mechanics and disclosure requirements relating to director nominations made by stockholders (other than nominations made pursuant to the proxy access provisions of the Amended and Restated Bylaws) in connection with annual and special meetings of stockholders, including, among other things, by:

requiring that any stockholder submitting a nomination provide the Company with reasonable documentary evidence at least five days prior to the meeting that the representations with respect to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., federal proxy rules regarding the use of “universal” proxy cards in contested director elections) required to be set forth in such stockholder’s nomination notice have been complied with;

requiring that any stockholder soliciting proxies in accordance with the representations of Rule 14a-19 under the Exchange Act notify the Company of any change in such intent within two business days;

limiting the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting; and

in the event proxies for disqualified or withdrawn nominees for the Board are received, clarifying that such votes are treated as abstentions.

The Amended and Restated By-laws also incorporate various other updates and technical, clarifying and conforming changes.