Ambac amends bylaws to adopt majority voting for director elections and update universal proxy card rules

OCTAVE SPECIALTY GROUP INC

Majority voting standard for uncontested director elections; plurality retained for contested elections.
Directors who fail to receive majority of votes must submit resignation within 10 business days; Board decides within 90 days.
Nominating stockholders must comply with universal proxy card rules and solicit proxies representing at least 67% of voting power.
Bylaw updates also reflect recent Delaware DGCL changes removing requirement to provide stockholder list at meetings.
Amendments effective January 26, 2023; full text filed as Exhibit 2.1.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

OCTAVE SPECIALTY GROUP INC: Amended Bylaws to adopt majority voting in uncontested director elections and update procedures for universal proxy card rules (effective 2023-01-26).

Change: bylaw amendment
Effective: 2023-01-26

Exact text from the filing

On January 26, 2023, the Board of Directors (the “Board”) of Ambac Financial Group, Inc. (“AFG”) approved certain amendments to AFG’s By-laws (the “By-laws”), effective as of such date.

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Source: SEC EDGAR

accession 0000874501-23-000018

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