Donnelley Financial Solutions, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/16/2023   Download
SEC Document
SEC Filing

On November 14, 2023, the Board of Directors (the “Board”) of Donnelley Financial Solutions, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated By-Laws (the “By-Laws”), which became effective immediately.

The Board approved the By-Laws as part of its periodic review of the Company’s corporate governance documents. The amendments were intended to clarify provisions relating to stockholder notices and the conduct of stockholder meetings, in each case, consistent with the rules adopted by the U.S. Securities and Exchange Commission relating to universal proxy cards (“Universal Proxy Rules”) and the Delaware General Corporation Law (“DGCL”). The amendments reflected in the By-Laws include the following:



enhancements and clarifications regarding stockholder nominations and proposals, including (1) requiring stockholders providing notice of nomination pursuant to the Universal Proxy Rules to certify that they have complied with certain requirements of the Universal Proxy Rules no later than five business days prior to the applicable meeting, (2) clarifying the information to be provided by proposed nominees, proposing stockholders and their affiliates, and (3) specifying that stockholders making director nominations must request and complete the Company’s form of questionnaire, representations and agreement (which the Company will provide within 10 days after the request);



a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white;



consistent with the DGCL, clarifications regarding the Board’s and meeting chair’s powers and responsibilities in connection with a stockholder meeting, including the authority of the Board and the meeting chair to postpone, reschedule or cancel any previously scheduled stockholder meeting, adopt rules for the conduct of such meetings, and determine matters of business properly brought before such meetings;



in light of recent amendments to the DGCL, revisions to provisions regarding the adjournment of stockholder meetings, and lists of stockholders entitled to vote at stockholder; and



certain other administrative, technical, and conforming changes.