TreeHouse Foods, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/05/2024   Download
SEC Document
SEC Filing

• Modify the By-Laws to align to both the Delaware General Corporation Law as a result of recent amendments and to the Company’s Certificate of Incorporation, including provisions related to meetings held by remote communications, stockholder meeting adjournments, accessing the Company’s stockholder list, procedures for requesting special meetings, and Board action by consent;

• Update procedural and disclosure requirements for stockholder-submitted nominations and/or other business proposals, including to: (1) require that a stockholder’s notice include additional information (including information from individuals who control stockholders that are entities and, in the case of a nomination, a completed and signed nominee questionnaire) and that certain information be updated as of the meeting’s record date; (2) provide the deadline to submit additional nominations if the number of directors to be elected at an annual meeting is increased after the nomination window closes and the Company does not publicly announce the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting; and (3) require any stockholder submitting a notice to represent whether it will solicit proxies (a) in support of its nominees in accordance with the Securities and Exchange Commission’s “universal proxy” rules, and (b) from at least the percentage of the Company’s shares required to approve its proposal and, in each case, to provide evidence of such solicitation;

• Remove the requirement that an incumbent director offer to resign following an uncontested election in which the director did not receive support from a majority of votes cast (which provision remains in the Company’s Corporate Governance Guidelines);

• Require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white; and

• Clarify that a director or officer will preside over a stockholders’ meeting and the ability of the presiding individual to prescribe rules and regulations for the conduct of such a meeting.