Welltower amends bylaws to update stockholder proposal mechanics and universal proxy rules

WELLTOWER INC.

Amendments require additional background info on proposing stockholders and nominees.
Stockholder directly soliciting proxies must use proxy card color other than white.
Eliminated requirement for stockholder list inspection at meetings; opted out of DGCL Section 116 for written notices.
Added emergency conduct provisions (DGCL Section 110) and clarified officer stock ownership and chair designation.
Updated indemnification, insurance, electronic signature, and gender-neutral language provisions.

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

WELLTOWER INC.: Amended and Restated By-Laws approved and adopted effective November 28, 2023, including changes related to stockholder proposals, universal proxy rules, meeting mechanics, emergency powers, officer provisions, electronic signatures, and indemnification (effective 2023-11-28).

Change: bylaw amendment
Effective: 2023-11-28

Exact text from the filing

On November 28, 2023, the Board of Directors (the “Board”) of Welltower Inc. (the “Corporation”) approved and adopted the Corporation’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective immediately.

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WELLTOWER INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-286263

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