J. M. Smucker Company (The)
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/23/2023   Download
SEC Document
SEC Filing
On January 20, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of The J. M. Smucker Company (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended Regulations (the “Amended Regulations”). Among other things, the amendments update the procedures and disclosure requirements for the nomination of director candidates for election at meetings of shareholders, including to address the adoption by the U.S. Securities and Exchange Commission of the “universal proxy card” rules, as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Universal Proxy Card Rules”), and require certain additional information in a notice of nomination submitted by a shareholder. The amendments require that nominating shareholders comply with the Universal Proxy Card Rules, provide that a shareholder nominee’s director candidates will be disregarded by the Company if the nominating shareholder has failed to provide evidence of its compliance with the Universal Proxy Card Rules, and address the color of proxy cards reserved for use by the Company. In addition, the amendments provide that the number of Directors of the Company shall be fixed at not less than nine nor more than eleven. The amendments also include various conforming, clarifying, technical, and non-substantive changes.