Great Lakes Dredge & Dock Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/19/2023   Download
SEC Document
SEC Filing

On January 12, 2023, in connection with the new U.S. Securities and Exchange Commission rules regarding universal proxy cards relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), certain changes to the Delaware General Corporation Law (the “DGCL”), and the periodic review of the bylaws of Great Lakes Dredge & Dock Corporation (the “Company”), the board of directors of the Company (the “Board”) adopted amended and restated bylaws of the Company (the bylaws, as so amended, the “Amended and Restated Bylaws”), effective immediately.

Among other things, the amendments effected by the Amended and Restated Bylaws:

Address matters relating to the Universal Proxy Rules (e.g., providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements, requiring stockholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting, etc.);
Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL;
Modify the provisions relating to compliance with Maritime Laws (as defined in the Company's Amended and Restated Certificate of Incorporation, "Maritime Laws") to clarify Board chairman, officer and other requirements under Maritime Laws;
Modify the timing requirements for stockholder notices if the annual meeting is changed by more than thirty days but less than sixty days from the anniversary date of the previous year’s annual meeting;
Modify the director removal provision to conform to a corresponding, controlling provision in the Company’s Amended and Restated Certificate of Incorporation;
Provide additional flexibility with respect to the officer role of the president; and
Certain other updates, including ministerial, clarifying and conforming changes.