XPO, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-K on 02/08/2024   Download
SEC Document
SEC Filing
On February 5, 2024, as part of its periodic review of corporate governance matters, the Board of Directors (the “Board”) of the Company approved and adopted amendments to the Company’s Bylaws (as so amended and restated, the “Bylaws”), which became effective immediately (the “Bylaw Amendments”). The Bylaw Amendments make the Company’s Bylaws more consistent with current practice for Delaware corporations of similar size.
Among other things, the Bylaw Amendments:
clarify the procedural mechanics for meetings of stockholders and specify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting;
revise the procedures and requirements in connection with stockholder action by written consent;
make certain updates to the procedures and disclosure requirements in the advance notice Bylaw provisions for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended);

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address the adoption by the U.S. Securities and Exchange Commission of “universal proxy” rules and related requirements (the “Universal Proxy Rules”), including to provide that a stockholder nomination will be deemed null and void if the nominating stockholder fails to comply with the Universal Proxy Rules and to address the color of proxy cards reserved for use by the Board;
clarify the Board’s authority to conduct meetings of the Board and of the committees of the Board by video or telephone conference;
make certain updates to the exclusive forum provision; and
update and clarify certain titles of the Company, and clarify the process for automatic removal of certain officers.
The Bylaw Amendments also include other conforming, technical and ministerial changes.