SigmaTron adopts amended bylaws with forum selection and updated stockholder notice rules

SIGMATRON INTERNATIONAL INC

Amended bylaws include forum selection clause requiring Delaware Chancery Court for corporate claims and federal district court for Securities Act claims.
Updated stockholder nomination deadlines and notice requirements to align with Rule 14a-19 universal proxy card rules.
Amended provisions for board vacancies, meeting times, and director count to be set solely by Board.
Indemnification limited to present and former directors and officers (removed employees and agents).
Board approved restated certificate of incorporation to integrate prior amendments and omit incorporator.

Key facts

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

SIGMATRON INTERNATIONAL INC: Amended and restated bylaws to align with DGCL amendments, add forum selection clause, modify stockholder nomination and business proposal procedures, and revise board and indemnification provisions (effective 2023-07-31).

Change: bylaw amendment
Effective: 2023-07-31

Exact text from the filing

On July 11, 2023, pursuant to the power granted by the certificate of incorporation as permitted by the Delaware General Corporation Law (the “DGCL”), the board of directors (the “Board”) of SigmaTron International, Inc., a Delaware corporation (the “Company”), approved the amendment and restatement of the Company’s Amended and Restated By-Laws pursuant to the Second Amended and Restated By-Laws attached hereto and incorporated herein by reference as Exhibit 3.1 (the “New Bylaws”), effective as of July 31, 2023.

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Source: SEC EDGAR

accession 0001193125-23-186613

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