Bright Horizons Family Solutions Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/07/2024   Download
SEC Document
SEC Filing

Additionally, in connection with the Amendments, the Board approved the adoption of the Company’s Amended and Restated Bylaws, effective as of June 7, 2024 (the “New Bylaws”), which amend and restate the Company’s Amended and Restated Bylaws, adopted on and effective as of March 14, 2017 (the “Existing Bylaws”), in their entirety. The New Bylaws amend the Existing Bylaws to, among other matters:



make conforming edits to the director removal provision in connection with the approval of the Declassification Amendment;


enhance certain procedural mechanics and disclosure requirements in connection with shareholder nominations of directors, including by (i) requiring that nominating shareholders, Stockholder Associated Persons (as defined in the New Bylaws), and director nominees provide additional disclosures and representations and (ii) specifying procedural requirements with which nominating shareholders desiring to utilize the “universal proxy rules” in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) must comply;



enhance certain procedural mechanics and disclosure requirements in connection with shareholder submissions of proposals regarding other business at annual meetings of shareholders (other than proposals made pursuant to Rule 14a-8 under the Exchange Act), including by requiring that proposing shareholders and Stockholder Associated Persons provide additional disclosures and representations;



narrow the definition of Stockholder Associated Person;



clarify that notice of an adjourned shareholder meeting need not be given if the date, time, and place of such adjourned meeting is displayed during the meeting on the electronic network used for the virtual meeting, as provided for by recent amendments to the DGCL;



eliminate the requirement that a shareholder list be available for examination at meetings of shareholders, as provided for by recent amendments to the DGCL;



reserve the white proxy card for the Company’s exclusive use;



clarify the definition of “contested election”;



clarify the quorum requirement for shareholder meetings such that the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the meeting, present in person or by proxy, constitute a quorum;



revise the provision regarding advancement of expenses to align with the corresponding provisions in the Company’s form of Indemnification Agreement as filed with the SEC; and



make certain other administrative, modernizing, clarifying and conforming changes, including, among other things, removing outdated references, provisions and language relating to the former ownership structure of the Company.