Sportsman's Warehouse Holdings, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/08/2023   Download
SEC Document
SEC Filing

Amendment to Bylaws

On June 7, 2023, the Board of Directors approved, effective immediately following the effectiveness of the filing of the Amended and Restated Certificate, an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”).

The Second Amended and Restated Bylaws include the following principal amendments to the Company’s prior bylaws:

Advance Notice – Informational and Disclosure Requirements. The amendments revise the advance notice disclosure requirements contained in the prior bylaws to require that the stockholder proposing business or nominating directors provide certain additional information regarding the stockholder and the proposal or nominee, as applicable. Additionally, the Second Amended and Restated Bylaws require any candidate for the Board of Directors nominated by a stockholder to provide certain additional information and representations, including regarding the absence of certain voting commitments, disclosure of compensation for service, descriptions of any derivative transactions involving the Company’s securities or any material relationships between the Company and a nominating stockholder, compliance with the Company’s corporate governance and other policies, and intent to serve the entire term. The Second Amended and Restated Bylaws also clarify the Company’s authority to reasonably request additional information from such stockholders and director nominees to determine the eligibility of such proposed nominee to serve as a director of the Company and to determine such nominee’s independence or qualifications for service on a committee of the Board of Directors. All disclosures must be updated as of the record date for stockholders entitled to vote at the meeting and as of the date that is five business days prior to the meeting.
Advance Notice – Other. The amendments require that all documents or other information (including notices) required to be delivered to the Company pursuant to the advance notice provisions be delivered exclusively in writing (and not in an electronic transmission) and exclusively by hand or by certified or registered mail to the Company’s principal offices. Further, the amendments prohibit stockholders from submitting more nominees than the number of directors up for election at the applicable meeting.
Advance Notice – Universal Proxy. The amendments address the universal proxy rules adopted by the SEC by requiring that any stockholder soliciting proxies in support of a nominee other than the Board of Directors’ nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board of Directors.
Exclusive Forum. The Second Amended and Restated Bylaws also adopt an exclusive forum provision designating the U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended.
Other Updates. The Second Amended and Restated Bylaws also include the following additional updates: (i) revisions relating to adjournment procedures for meetings of stockholders, including to address recent amendments to the General Corporation Law of the State of Delaware (“DGCL”); (ii) elimination of the requirement to make a stockholder list available for examination at meetings of stockholders to conform with recent DGCL amendments; (iii) revisions to the indemnification provisions to update, modernize and clarify certain indemnification rights and certain procedures related

thereto; (iv) revisions to change the default for stock issuances from certificated to uncertificated shares; (v) elimination of the ability of the Company’s stockholders to take action by written consent in lieu of a meeting; and (vi) provisions regarding the ability of the Board of Directors to designate a lead independent director and provisions describing the responsibilities of such lead independent director. The Second Amended and Restated Bylaws also include certain technical, conforming, or clarifying changes to the prior bylaws, including changes to reflect the declassification of the Board of Directors effected pursuant to the Amended and Restated Certificate described above.