Logility Supply Chain Solutions, Inc. Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/01/2024 Download SEC Document SEC Filing
On September 25, 2024, Logility Supply Chain Solutions, Inc. (the “Registrant”) amended and restated its Amended and Restated Bylaws (the “Bylaws”) to (i) update and reflect the change in capital structure as a result of the Reclassification Transaction, as previously reported by the Registrant, (ii) add an advance notice provision that sets forth procedural and disclosure requirements for shareholders intending to nominate directors or propose other business (other than proposals to be included in the Registrant’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at annual or special meetings of shareholders, (iii) clarify the voting standard for shareholder meetings for an action other than the election of directors as votes cast in favor of an action exceeding votes cast opposing such action, (iv) allow for action by written consent of shareholders, (v) update the provisions governing indemnification to align with the Georgia Business Corporation Code, (vi) provide that a director may be removed by shareholders only for cause and only by the affirmative vote of at least a majority of the issued and outstanding capital stock entitled to vote for the election of directors, (vii) include an exclusive forum provision designating the Georgia State-Wide Business Court as the exclusive forum for certain litigation, excluding litigation under the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), and (viii) make other clarifying, technical and conforming changes.