Tennant Company
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/19/2023   Download
SEC Document
SEC Filing

On January 13, 2023, the Board of Directors of Tennant Company (the “Company”) adopted certain amendments to its Amended & Restated By-Laws (as amended, the “By-Laws”), effective immediately. Among other things, the By-Laws:


·Require shareholders who nominate persons for election as directors in accordance with the Company’s Articles of Incorporation to comply with certain notice requirements, including providing certain information about any such nominee and the nominating shareholder;


·Allow the Company, unless otherwise required by law, to consider certain shareholder nominations of director candidates to be null and void where any shareholder (i) provides notice pursuant to Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended, and (ii) subsequently (A) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19, (B) fails to comply with the requirements of Rule 14a-19, or (C) fails to provide reasonable evidence sufficient to satisfy the Company that the requirements of Rule 14a-19 have been met;


·Establish additional rules governing the conduct of meetings of shareholders; and


·Require that any shareholder who directly or indirectly solicits proxies from other shareholders to use a proxy card color other than white.


The By-Laws also incorporate certain clarifying updates and conforming changes.