Arthur J. Gallagher amends bylaws for universal proxy rules and DGCL updates

Arthur J. Gallagher & Co.

Amended by-laws incorporate procedural requirements for stockholder director nominations under SEC Rule 14a-19 (Universal Proxy Rules).
Stockholders proposing nominations must disclose intent to solicit proxies and provide evidence of compliance.
Updated to conform with Delaware General Corporation Law, including virtual meeting adjournment procedures and elimination of stockholder list examination requirement.
Company opted out of DGCL Section 116 regarding document delivery and execution methods.
Other ministerial and clarifying changes included.

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

Arthur J. Gallagher & Co.: Amended and restated by-laws to update procedural requirements for director nominations under Universal Proxy Rules, reflect DGCL amendments, and make other changes (effective 2022-12-06).

Change: bylaw amendment
Effective: 2022-12-06

Exact text from the filing

On December 6, 2022, the Board of Directors of Arthur J. Gallagher & Co. (the “ Company ”) approved and adopted amended and restated by-laws of the Company to reflect the amendments summarized below (as so amended and restated, the “ Amended and Restated By-Laws ”), effective immediately. Among other things, the amendments effected by the Amended and Restated By-Laws: (i) update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act (the “ Universal Proxy Rules ”) and (ii) reflect certain other changes related to the Universal Proxy Rules, including requiring (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies (Sections 2.9 and 2.10); (2) any stockholder submitting a nomination notice to make a representation

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Source: SEC EDGAR

accession 0001193125-22-299439

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