East West Bancorp, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/17/2023   Download
SEC Document
SEC Filing
On March 14, 2023, the Board of Directors of East West Bancorp, Inc. (the “Company”) adopted and approved, effective as of such date, amended and restated bylaws of the Company (as amended and restated, the “Bylaws”). The Bylaws supersede the previously existing Amended and Restated Bylaws, which took effect on May 26, 2022.

The Bylaws were amended to implement “stockholder proxy access” by permitting a stockholder, or group of up to 20 stockholders, to nominate up to two director candidates or, if greater, up to 20% of the number of directors then serving on the Board, if the stockholder or group has owned at least three percent of the Company’s common stock continuously for at least three years and satisfies certain eligibility, procedural and disclosure requirements set forth in the Bylaws. A proxy access nomination must be made no earlier than 150 days nor later than 120 days prior to the first anniversary of the date on which the Company mailed its proxy statement for the preceding year’s annual meeting of stockholders. As a result, this bylaw will first be in effect for the Company’s 2024 annual meeting of stockholders.

The Bylaws also include updates to require compliance with the notice and solicitation requirements of Rule 14a-19 under the Securities Exchange Act of 1934 and to reflect recent amendments to the General Corporation Law of the State of Delaware, including to eliminate a provision that a list of stockholders be made available for inspection during a meeting of stockholders and certain changes to the manner in which meetings of stockholders may be adjourned. The amendments to the Bylaws also include a number of clerical and conforming changes.