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
UMB FINANCIAL CORP: Amended Bylaws to add virtual meeting flexibility, raise special meeting threshold to 50%, update director nomination and voting standards, eliminate cumulative voting, and make other technical changes (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 UMB Financial Corporation (the “Company”) approved revised Bylaws (as amended, the “Bylaws”) to: (i) add flexibility in setting shareholder meetings, including with respect to expressly including virtual meetings; (ii) allow shareholders owning fifty percent (50%) or more of the outstanding shares of the Company’s stock to call a special meeting (previously, shareholders owning a minimum of one-fifth of the outstanding shares could call a meeting); (iii) for any shareholder nominations, require the shareholder to comply with all applicable requirements of the Securities Exchange Act of 1934 as amended, including, without limitation, Rule 14a-19(b) promulgated under the Securities Exchange Act of 1934 as amended, and to provide the Company with certain notices with respect thereto; (iv) eliminate cumulative voting; (v) change the voting standard for the election of directors in an uncontested election from a plurality vote req
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