Holdings, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/16/2023   Download
SEC Document
SEC Filing
Effective March 15, 2023, the Board of Directors (the “Board”) of Holdings, Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to (i) implement a proxy access framework that permits a stockholder or a group of up to 20 stockholders owning three percent or more of the Company’s outstanding common stock (on a net long basis) continuously for at least three years to nominate and include in the Company’s proxy materials for any annual meeting director candidates constituting up to the greater of two individuals or 20% of the Board, subject to certain procedural and eligibility requirements and limitations, (ii) make compliance with the applicable provisions of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, a requirement for a stockholder’s eligibility to nominate a director candidate, (iii) add a requirement that all stockholder nominees for director provide certain information, representations and agreements to the Company in order to be eligible for election and (iv) make additional ministerial, clarifying and conforming changes.