1st Source amends bylaws to plurality voting for directors, conforming to Indiana law

1ST SOURCE CORP

Board adopted bylaw amendments effective February 16, 2023.
Director election standard changed from majority to plurality vote.
Incumbent director failing to receive majority must submit resignation to board.
Presiding officer may adjourn shareholder meeting if quorum not present.
Amendments conform bylaws to controlling Indiana state law.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

1ST SOURCE CORP: Amended bylaws to change director election voting standard from majority to plurality and to allow adjournment of shareholder meetings when a quorum is not present (effective 2023-02-16).

Change: bylaw amendment
Effective: 2023-02-16

Exact text from the filing

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors amended the Company’s bylaws effective February 16, 2023, to (A) conform the bylaws to controlling state law by changing the voting standard for the election of directors from majority vote to plurality, but retaining the existing requirement that an incumbent director who does not receive a majority vote for re-election submit his or her resignation to the Board, and (B) provide that the presiding officer of a shareholder meeting may adjourn the meeting from time to time in the event a quorum is not present at a meeting of shareholders.

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Source: SEC EDGAR

accession 0000034782-23-000040

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