V.F. Corp amends bylaws to adopt universal proxy rules, update director nomination procedures

V F CORP

Board amended bylaws effective Jan 24, 2023 to address SEC Rule 14a-19 (universal proxy).
Updated nomination procedural and information requirements, including outside date for shareholder submissions.
Amended to conform with recent Pennsylvania Business Corporation Law changes and promote gender neutrality.
Includes ministerial and conforming updates.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

V F CORP: Amended and restated By-Laws to address Rule 14a-19, update director nomination procedures, provide outside date for shareholder nominations, align with Pennsylvania law, and make ministerial updates (effective 2023-01-24).

Change: bylaw amendment
Effective: 2023-01-24

Exact text from the filing

On January 24, 2023, the Board of Directors (the “Board”) of V.F. Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately. The amendments effected by the By-Laws: • address Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, and include updates to the procedural and information requirements for the nomination of directors; • provide an outside date for the submission window for shareholders to nominate directors (other than pursuant to the proxy access provisions of the Company’s By-Laws); • reflect recent amendments to, and align certain provisions with, the Pennsylvania Business Corporation Law; and • make various other updates, including ministerial and conforming changes, such as changes in furtherance of gender neutrality.

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Source: SEC EDGAR

accession 0001193125-23-015237

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