American National Bankshares amends bylaws to allow virtual meetings, tighten shareholder proposal deadlines

AMERICAN NATIONAL BANKSHARES INC.

Removed inactive Series A preferred stock designation from articles; no shares outstanding.
Bylaws now permit virtual-only annual meetings; advance notice for shareholder proposals increased from 60 to 120 days.
Removed requirement that directors own $1,000+ of stock; added Lead Independent Director role.
Executive Chairman duties defined; President/CEO given authority to appoint SVP and below.
Proxy card color other than white required for shareholders soliciting proxies.

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 0.95

AMERICAN NATIONAL BANKSHARES INC.: Articles of Incorporation amended to remove terms of Series A Preferred Stock (effective 2023-05-18).

Change: charter amendment
Effective: 2023-05-18

Exact text from the filing

Effective May 18, 2023, the Articles of Incorporation (the “Articles”) of American National Bankshares Inc. (the “Company”) were amended to remove Section C of Article 3, which established the terms of the Company’s noncumulative perpetual Series A preferred stock (the “Series A Preferred Stock”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

AMERICAN NATIONAL BANKSHARES INC.: Bylaws amended to allow virtual-only annual meetings, increase advance notice, and other governance changes (effective 2023-05-16).

Change: bylaw amendment
Effective: 2023-05-16

Exact text from the filing

On May 16, 2023, the Board of Directors (the “Board”) of the Company approved and adopted Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of the same date.

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Source: SEC EDGAR

accession 0001437749-23-015329

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