Hanover Insurance Group, Inc. (The)
Extract: Bylaws Amended/Restated (Plain English Desc) (Inactive) from a 8-K on 05/16/2024   Download
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At the Annual Meeting, the Company’s shareholders also approved an amendment to the Company’s Amended and Restated By-laws (as so amended, the “By-laws”) to modernize the director nomination process and make certain changes to the advance notice provisions for director nominations, which amendment became effective immediately upon shareholder approval. The Board previously approved this amendment subject to shareholder approval. A description of this amendment to the By-laws is set forth in the Proxy Statement in Item II, which description is incorporated by reference herein.

 

Following the Annual Meeting, on May 15, 2024, the Board approved additional amendments to the By-laws (collectively, the “Additional Amendments”) to address the shareholder-approved elimination of the classified board structure, as follows:

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Section 3.2 was revised to remove references to a classified board structure and indicate that the Board will be fully declassified beginning at the annual meeting of shareholders in 2027; and
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Section 5.1 was amended to update the director removal process, for removal with or without cause, once the Board is fully declassified in 2027, pursuant to Delaware law.

 

The Additional Amendments are effective immediately.