SVB Financial Group
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/23/2022   Download
SEC Document
SEC Filing
On November 23, 2022, the Board of Directors (the “Board”) of SVB Financial Group (the “Company”) approved and adopted the Company’s amended and restated bylaws (the “Restated Bylaws”), which became effective immediately.
The Board approved the Restated Bylaws as part of its periodic review of the Company’s corporate governance documents. The Restated Bylaws include amendments that:
revise provisions regarding adjournment and lists of stockholders entitled to vote at stockholder meetings in light of recent amendments to the Delaware General Corporation Law (the “DGCL”);
update the Company’s bylaws in connection with the new SEC rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to certify to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than 5 business days prior to the applicable stockholder meeting;
refine and clarify the advance notice provisions for stockholder nominations and proposals, including provisions regarding (1) the information to be provided by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies and (2) the questionnaire, representation and agreement to be completed by proposing stockholders and proposed nominees in connection with a stockholder nomination; and
require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white.
The Restated Bylaws also implement certain other administrative, technical and conforming changes, including changes to align with the language used in certain provisions of the DGCL and the Universal Proxy Rules.