Ally Financial adopts proxy access and updates bylaws for universal proxy rules

Ally Financial Inc.

Proxy access provision allows stockholder(s) owning ≥3% continuously for ≥3 years to nominate up to 20% of board or 2 directors, whichever greater.
Bylaws updated to comply with SEC universal proxy rules, including requirement that soliciting stockholders use non-white proxy card.
Enhanced stockholder notice provisions, requiring additional information and certifications for nominations and proposals.
Revised adjournment of meetings and stockholder list provisions per recent DGCL amendments.
Also made administrative and conforming changes to align with DGCL and Universal Proxy Rules.

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

Ally Financial Inc.: Amended and restated bylaws to add proxy access rights, update stockholder notice and nomination provisions, and align with DGCL and universal proxy rules (effective 2022-12-07).

Change: bylaw amendment
Effective: 2022-12-07

Exact text from the filing

Effective December 7, 2022, the Ally Financial Inc. ( Ally ) Board of Directors ( Board ) amended and restated the Bylaws ( Bylaws ) of Ally. The Board approved the amendments to the Bylaws in connection with its periodic review of Ally’s corporate governance documents. The amendments are intended to provide “proxy access” rights to eligible stockholders and to clarify provisions relating to stockholder notices and the conduct of stockholder meetings, in each case, consistent with the Delaware General Corporation Law ( DGCL ), new rules adopted by the U.S. Securities and Exchange Commission relating to universal proxy cards ( Universal Proxy Rules ), and other applicable law.

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Source: SEC EDGAR

accession 0001193125-22-301790

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