Charles Schwab amends bylaws to enhance meeting flexibility and director nominee requirements

SCHWAB CHARLES CORP

Board approved amendment and restatement of Bylaws, effective Jan 26, 2023.
Provides flexibility to cancel, postpone, or reschedule stockholder meetings under Delaware law.
Requires stockholder soliciting proxies to use a proxy card color other than white (reserved for Board).
Adds Section 2.12 requiring nominees to consent to serve, complete questionnaires, and comply with governance policies.
Conforms to recent DGCL amendments on adjournment, proxy voting, and committee authority.

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

SCHWAB CHARLES CORP: Board approved amendment and restatement of bylaws with changes including meeting flexibility, DGCL conforming updates, proxy rules, director requirements, and other clarifications (effective 2023-01-26).

Change: bylaw amendment
Effective: 2023-01-26

Exact text from the filing

On January 26, 2023, the Board of Directors (the “Board”) of The Charles Schwab Corporation (“CSC”) approved the amendment and restatement of CSC’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0001193125-23-020319

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