Carrier Global Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/07/2024   Download
SEC Document
SEC Filing
On June 6, 2024 the Board of Directors (the “Board”) of the Company approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (as amended, the “A&R Bylaws”). Among other things, the Amendments, (i) remove certain limitations on shareowners’ ability to act by written consent; (ii) update the procedural and information requirements for director nominations and other proposals submitted by shareowners under the Company’s “advance notice” provisions, director nominations included in the Company’s proxy materials pursuant to the Company’s “proxy access” provisions, and demands to call special meetings of shareowners, in each case to reflect the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and evolving market standards for such bylaws; (iii) remove certain limitations on, and clarify the procedures regarding, shareowners’ ability to request special meetings, including by clarifying the circumstances under which such meetings may be canceled or postponed; (iv) make certain revisions to align with the Delaware General Corporation Law; and (v) incorporate various other administrative, technical, clarifying and conforming changes, including general “housekeeping,” procedural changes and revisions to eliminate redundancy.

The Amendments approved and adopted by the Board were effective immediately upon approval and adoption.