Huron Consulting adopts amended bylaws with exclusive forum provisions and universal proxy card updates

Huron Consulting Group Inc.

Enhanced procedural mechanics and disclosure requirements for shareholder nominations per universal proxy rules.
Added exclusive forum clause: Delaware Court of Chancery for derivative, fiduciary duty, and internal affairs claims.
Added federal forum selection clause for claims arising under the Securities Act of 1933.
Updated stockholder meeting notice and adjournment provisions to align with amended DGCL.

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

Huron Consulting Group Inc.: Adopted amended and restated bylaws to update procedural mechanics, add forum selection provisions (Delaware Chancery and federal forum for Securities Act claims), and make other changes (effective 2022-10-28).

Change: bylaw amendment
Effective: 2022-10-28

Exact text from the filing

On October 28, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of Huron Consulting Group Inc. (“Huron” or the “Company”), the Board of Directors (the “Board”) of the Company adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0001289848-22-000055

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