Vontier amends bylaws for universal proxy rules; updates director nomination procedures

Vontier Corp

Stockholders must represent intent to solicit holders of at least 67% of outstanding capital stock.
Advance notice must include representation on whether stockholder will solicit proxies under Rule 14a-19.
Nominees must agree to interviews and provide additional info within 10 calendar days upon request.
Stockholder must indemnify company for losses from false or misleading info in nomination.
Amendments effective December 13, 2022; reflect SEC universal proxy rule compliance.

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

Vontier Corp: Amended and restated bylaws to update procedural requirements for director nominations, including universal proxy rules, advance notice representations, and indemnification provisions (effective 2022-12-13).

Change: bylaw amendment
Effective: 2022-12-13

Exact text from the filing

On December 13, 2022, the Board of Directors (the “Board”) of Vontier Corporation (the “Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”). Among other matters, the Amended Bylaws update certain procedural requirements related to director nominations by stockholders in light of the recently adopted “universal proxy” rules of the U.S. Securities and Exchange Commission.

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Vontier Corp filing history →

Source: SEC EDGAR

accession 0001193125-22-306412

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