Cerence amends bylaws to align with SEC Rule 14a-19 and DGCL updates

Cerence Inc.

Board approved Second Amended and Restated By-laws effective April 28, 2023.
Adds universal proxy requirements: stockholders must disclose proxy solicitation plans and comply with Rule 14a-19.
Reserves white proxy cards for Board; other solicitors must use a different color.
Enhances disclosure and procedural rules for director nominations and stockholder proposals.
Designates federal district courts as exclusive forum for claims under Securities Act and Exchange Act.

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 0.95

Cerence Inc.: Amended and restated by-laws to update governance provisions, including proxy rules, stockholder nominations, and forum selection (effective 2023-04-28).

Change: bylaw amendment
Effective: 2023-04-28

Exact text from the filing

On April 28, 2023, in connection with certain recent changes to Securities and Exchange Commission rules and the Delaware General Corporation Law (the “DGCL”) and a periodic review of corporate governance matters, the Board of Directors (the “Board”) of Cerence Inc. (the “Company”) approved amendments to the Company’s Amended and Restated By-laws (the “Second A&R By-laws”), effective immediately.

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Cerence Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-135881

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