Abercrombie & Fitch Co.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/22/2022   Download
SEC Document
SEC Filing
On November 18, 2022, the Board adopted the following amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of November 18, 2022:

Section 1.01 and Section 1.02 of the Bylaws have been amended to clarify that the Board may postpone, reschedule or cancel any annual or special meetings of stockholders.

Section 1.09 of the Bylaws has been amended to enhance certain procedural mechanics and disclosure requirements in connection with stockholder submissions of proposals regarding other business at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including by requiring that proposing stockholders and any Stockholder Associated Person (as defined in the Bylaws) provide additional background information and disclosures and make certain representations.

Section 1.12 of the Bylaws has been amended to eliminate the requirement to make a stockholder list available for examination at meetings of stockholders, as provided for by recent amendments to the General Corporation Law of the State of Delaware (“DGCL”).

Section 2.04 of the Bylaws has been amended to enhance certain procedural mechanics and disclosure requirements in connection with stockholder nominations of directors, including by (i) requiring that nominating stockholders, any Stockholder Associated Person and director nominees provide additional background information and disclosures and make certain representations and (ii) specifying procedural requirements with which nominating stockholders desiring to utilize the “universal proxy rules” in Rule 14a-19 under the Exchange Act must comply.

Article X of the Bylaws has been added to establish (i) the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for the resolution of derivative actions, actions asserting claims based on breach of fiduciary duties, actions asserting claims pursuant to any provision of the DGCL, the Company’s Certificate of Incorporation or the Bylaws or actions asserting claims governed by the internal affairs doctrine of the law of the State of Delaware, and (ii) the United States federal district courts as the exclusive forum for the resolution of actions asserting claims arising under the Securities Act of 1933, as amended (the “Securities Act”).

The Bylaws, as amended, also incorporate certain clarifying, ministerial, non-substantive and conforming changes.