Owens Corning amends bylaws for Universal Proxy Rule and other governance updates

Owens Corning

Board approved Fourth Amended and Restated Bylaws effective June 15, 2023.
Requires stockholders nominating directors to represent whether they intend to solicit proxies under Universal Proxy Rule (Rule 14a-19).
White proxy card reserved for Board; other solicitors must use different color.
Exclusive forum for internal corporate claims changed to Delaware Court of Chancery.
Updates adjournment procedures and stockholder list rules per Delaware law changes.

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

Owens Corning: Amended and restated bylaws to adopt Fourth Amended and Restated Bylaws, including updates for Universal Proxy Rule, stockholder nominations, proxy card color, adjournment procedures, and exclusive forum (effective 2023-06-15).

Change: bylaw amendment
Effective: 2023-06-15

Exact text from the filing

on June 15, 2023, the Board of Directors (the “Board”) of Owens Corning (the “Company”), acting upon the recommendation of the Governance and Nominating Committee of the Board, approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws, effective as of such date (as amended and restated, the “Fourth Amended and Restated Bylaws”).

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Source: SEC EDGAR

accession 0001193125-23-172583

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