Cross Country Healthcare adopts bylaw amendments for remote meetings and nomination disclosures

CROSS COUNTRY HEALTHCARE INC

Board now may determine meetings to be held entirely remotely (Section 1.2).
Stockholder nominations require disclosure of ownership in company/competitors and compliance with universal proxy rules (Section 1.9(B)).
Director nominees must complete questionnaires and may be required to interview with Board (Sections 1.9(D)-(E)).
Indemnification provisions revised for directors, officers, and agents (Sections 6.1-6.2).
Requirement to produce stockholder list at physical meetings eliminated (Section 1.6).

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

CROSS COUNTRY HEALTHCARE INC: Amended By-laws to enable fully remote stockholder meetings, eliminate stockholder list production requirement at physical meetings, revise director nomination information requirements, update committee governance, and expand indemnification provisions (effective 2022-12-12).

Change: bylaw amendment
Effective: 2022-12-12

Exact text from the filing

On December 12, 2022, the Board of Directors (the “Board”) of Cross Country Healthcare, Inc. (the “Company”) adopted the following amendments to the Company’s Amended and Restated By-laws (the “By-laws”), effective as of December 12, 2022: ● Section 1.2 of the By-laws has been amended to provide the Board with the ability, in its sole discretion, to determine that a meeting of stockholders shall take place entirely remotely, consistent with current Delaware law provisions.

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Source: SEC EDGAR

accession 0001157523-22-001752

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