SS&C Technologies Holdings, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/22/2022   Download
SEC Document
SEC Filing

On November 16, 2022, the Board of Directors (the “Board”) of SS&C Technologies Holdings, Inc. (the “Company”) adopted the second amended and restated bylaws (the “Second Amended and Restated Bylaws”), effective November 16, 2022, to implement a majority voting standard in uncontested director elections, update certain aspects of the advance notice bylaws, and implement proxy access.


Section 1.9 of the Second Amended and Restated Bylaws has been amended to provide that an uncontested election of directors will be decided by a majority of votes cast with respect to a nominee’s election. In the event of a contested election of directors, directors shall continue to be elected by a plurality of votes cast.


Section 1.10 and Section 1.12 of the Second Amended and Restated Bylaws have been amended to update the procedures and information requirements for the nomination of directors and the proposal of business for consideration at meetings of stockholders, including with respect to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended.


Section 1.11 has been added to the Second Amended and Restated Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning continuously for at least 3 years 3% or more of the shares of common stock of the Company, to nominate and include in the Company’s proxy materials for an annual meeting directors constituting up to 2 individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Second Amended and Restated Bylaws and provided further that so long as the Company has a classified board structure, the maximum number of proxy access nominees in a year shall not exceed one-half of the number of directors to be elected at that annual meeting.


The Second Amended and Restated Bylaws also incorporate various other technical, clarifying and conforming changes.