ABERCROMBIE & FITCH CO /DE/: Amended Bylaws to revise advance notice provisions for stockholder proposals and nominations, add proxy card color rule, and allow uncertificated shares (effective 2024-11-20).
Change
bylaw amendment
Effective
2024-11-20
Exact text from the filing
On the Effective Date, the Board adopted the following amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of the Effective Date: • Section 1.09 of the Bylaws has been amended to revise and clarify the scope of certain procedures and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding other business at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) (“Stockholder Proposals”), including by providing definitions of certain terms to provide additional clarification regarding the background information and disclosures required by proposing stockholders and any Stockholder Associated Person (as defined in the Bylaws) (the “Required Background Information and Disclosures”). • Section 1.10(E) was added to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color othe
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