Pathward Financial amends bylaws for universal proxy rules and DGCL updates

On December 9, 2022, the Board of Directors of Pathward Financial, Inc. (the “Company”) amended and restated the Company’s Third Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendments (i) update various provisions of the Bylaws in light of the universal proxy rules adopted by the U.S. Securities and Exchange Commission with respect to the nomination of directors for election, including a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to provide reasonable evidence that certain requirements of such rule have been satisfied; (ii) update various provisions of the Bylaws to reflect the Delaware General Corporation Law (“DGCL”), including recent DGCL amendments; and (iii) update the Bylaws to use gender neutral term