On and effective November 14, 2023, the Board of Directors (the “Board”) of Lear Corporation (the “Company”) approved an amendment and restatement to the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended Bylaws”).
The Amended Bylaws incorporate and update certain procedural mechanics and disclosure requirements for director nominations by stockholders to address the effectiveness of the Securities and Exchange Commission’s “universal proxy” rules set forth in Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), by:
•requiring that any stockholder giving notice of any nomination include a representation in such notice as to whether the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company;
•requiring the provision of information satisfying the requirements of Rule 14a-19 and additional background information and disclosures regarding proposed or possible nominees;
•requiring a stockholder submitting a nomination to provide the Company with reasonable evidence that it has complied with the requirements of Rule 14a-19 and the Amended Bylaws two business days prior to the applicable stockholders meeting;
•requiring that the stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
•requiring that the stockholder further update and supplement such notice as necessary and in writing no later than five business days after the stockholder files a definitive proxy statement in connection with the annual stockholders meeting, or special meeting of stockholders as applicable, to ensure that the information provided remains true and correct;
•preventing stockholders from nominating a greater number of director candidates than are subject to election at the applicable stockholders meeting; and
•providing that if any stockholder submitting a nomination fails to comply with the requirements of Rule 14a-19 or the Amended Bylaws, the Company shall disregard any proxies or votes solicited for the proposed nominee and shall treat such votes that it receives for the proposed nominee as abstentions.
In addition, as the Company’s Amended and Restated Bylaws have not been updated since 2009, the amendments in the Amended Bylaws include, among other technical, clarifying and conforming changes, revisions that are responsive to certain changes that have been made to the Delaware General Corporation Law (“DGCL”), as well as current prevailing corporate governance practices:
•changes conforming to DGCL Section 219, which was amended to no longer require that stockholder lists be available during stockholder meetings;
•providing a default location for the annual stockholders meeting in the event the Board does not declare a meeting location;
•explicitly permitting stockholders meetings to be conducted using remote communications;
•clarifying the power of the Board to postpone, reschedule or cancel any previously scheduled annual or special meeting of stockholders;
•updating notice requirements for the adjournment of any meeting of stockholders; and
•clarifying the power of the Chairperson of the meeting or the Chairperson of the Board to adjourn any meeting of stockholders whether or not a quorum exists.
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