Employers Holdings amends bylaws to adopt Nevada exclusive forum provision, subject to 2024 stockholder ratification

Employers Holdings, Inc.

Bylaws amended May 20, 2023: Nevada state courts (or federal district court for Nevada) designated exclusive forum for certain litigation.
Change made in response to stockholder feedback to prevent forum shopping and reduce litigation costs.
Board will seek stockholder ratification of exclusive forum provision at 2024 annual meeting; if not ratified, provision removed.

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

Employers Holdings, Inc.: Amended and restated bylaws to revise the exclusive forum provision, designating Nevada state courts (or federal district court for District of Nevada if state courts lack jurisdiction) as exclusive forum for certain litigation, with stockholder ratification to be sought in 2024 (effective 2023-05-20).

Change: bylaw amendment
Effective: 2023-05-20

Exact text from the filing

On May 20, 2023, the Board of Directors (the “Board”) of Employers Holdings, Inc. (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”). The amendments revise the Company’s exclusive forum provision to provide that the state courts of the State of Nevada (or, if the state courts of the State of Nevada do not have jurisdiction, then the federal district court for the District of Nevada) are the exclusive forum for certain litigation involving the Company or its current or former officers, directors, employees or agents.

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Source: SEC EDGAR

accession 0001379041-23-000088

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