Spok Holdings amends bylaws to enhance advance notice, add exclusive forum, and align with universal proxy rules

Spok Holdings, Inc

Bylaw amendments require stockholders to disclose relationships with company and competitors, and provide candidate conflict-of-interest descriptions.
New deadlines: advance notice for director nominations at special meetings must be between 120 and 90 days before meeting.
Stockholders cannot submit more nominees than directors up for election; proxy solicitations must comply with SEC Rule 14a-19.
Exclusive forum provision designates Delaware Court of Chancery for intra-corporate disputes and U.S. federal courts for Securities Act claims.
Bylaws also allow company to seek enforcement of exclusive forum requirements against stockholders suing elsewhere.

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 0.9

Spok Holdings, Inc: On October 26, 2022, the Board of Directors approved and adopted an amendment and restatement of the Company's bylaws. The amendments revise advance notice disclosure requirements for stockholders proposing business or nominating directors, require additional information about the stockholder and it (effective 2022-10-26).

Change: bylaw amendment
Effective: 2022-10-26

Exact text from the filing

On October 26, 2022, the Board of Directors (the “ Board ”) of Spok Holdings, Inc. (the “ Company ”) approved and adopted an amendment and restatement of the Company’s bylaws (as so amended, the “ Bylaws ”). The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors to provide certain additional information regarding the stockholder and the stockholder’s relationships with the Company and its competitors. Further, the Bylaws require the stockholder to provide additional information regarding any candidate the stockholder proposes to nominate for election as a director, including a description of any business or personal interests that could place the candidate in a potential conflict of interest with the Company and a consent from the candidate’s employer and/or boards of directors on which the candidate serves, if needed. The Bylaws also clarify the Board's authority to reasonably reque

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Source: SEC EDGAR

accession 0001104659-22-112481

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