Summit Materials, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/21/2022   Download
SEC Document
SEC Filing
On November 16, 2022, the Board of Directors (the “Board”) of Summit Materials, Inc. (the “Company”) unanimously approved and adopted the Third Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”) effective as of such date.

The amendments effected by the Amended Bylaws include, among other things:

enhanced specificity regarding the manner in which notice of stockholder meetings is deemed given;
updated provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the Delaware General Corporation Law;
a change in the default expiration period for a proxy granted by a stockholder from three years to one year;
clarification that stockholder action may not be effected by written consent in lieu of a meeting, consistent with the Company’s Restated Certificate of Incorporation;
clarification regarding the powers of the Board and the chairperson of a stockholder meeting to regulate conduct at such meeting;
clarification regarding the Chief Executive Officer’s express authority to appoint certain officers;
clarification that the Chief Executive Officer and the President are separate roles;
the addition of an emergency bylaw provision to provide clarity and authority to directors and certain officers during an emergency situation that would otherwise prevent a quorum of the Board or a Board committee from being achieved;
a requirement that a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white;
enhanced procedural mechanics for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (as amended, the "Exchange Act")) at stockholder meetings, including:

a requirement that proposed nominees submit to interviews by the Board or any Board committee within 10 days after any reasonable request therefor;
a requirement to submit a completed written questionnaire with respect to the background and qualifications of proposed nominees;
clarification regarding the requirement to update the notice such that it is true and correct as of the record date and as of 10 business days prior to the meeting; and
a requirement that any proposed nominee agree to tender his or her resignation from the Board if (i) the Board or any Board committee determines that such proposed nominee failed to comply in all material respects with certain agreements provided in the nomination notice (pertaining to matters such as the proposed nominee’s voting commitments, compliance with Company policies and communications with the Company and its stockholders), (ii) the board provides such proposed nominee notice of such determination and (iii) if such failure may be cured, such proposed nominee fails to cure such failure within 10 business days after delivery of such notice;

updates to procedural requirements relating to director nominations by stockholders in response to the Securities and Exchange Commission’s adoption of “universal proxy” rules pursuant to Rule 14a-19 under the Exchange Act, including:

a requirement that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies under the universal proxy rules and to provide an update to the Company within two business days of any change in such intent;
a requirement that any stockholder that has represented that it intends to solicit proxies under the universal proxy rules to provide evidence that it has solicited two-thirds of the Company’s stockholders in accordance with the universal proxy rules at least five business days before the applicable meeting; and
a requirement that the Company to disregard the nomination of any proposed nominee if, after a stockholder or certain associated persons provides notice under the universal proxy rules, the stockholder either (i) notifies the Company of a change in such stockholder’s intentions regarding solicitation for such nominee or (ii) fails to timely file its proxy statement and solicit two-thirds of the Company’s stockholders in accordance with the universal proxy rules.

The Amended Bylaws also effected certain other administrative, modernizing, clarifying, and conforming changes, including changes in furtherance of gender neutrality.