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
BankFinancial CORP: Declared advisable an amendment to the charter to provide that the Board's power to amend bylaws is non-exclusive and permit stockholders with concurrent power to amend bylaws, to be submitted for stockholder approval at the 2025 annual meeting (effective 2024-12-03).
- Change
- charter amendment
- Effective
- 2024-12-03
Exact text from the filing
On December 3, 2024, the Board of Directors (the "Board") of BankFinancial Corporation, a Maryland corporation (the "Company"), adopted a resolution declaring an amendment to the charter of the Company advisable and directing that the amendment be submitted to the stockholders of the Company for consideration at the 2025 annual meeting of stockholders of the Company (the "Annual Meeting"). The amendment will provide that the Board's power to amend the bylaws of the Company (the "Bylaws") is non-exclusive and permit an amendment of the Bylaws to provide the stockholders of the Company with the concurrent power to amend the Bylaws (the "Charter Amendment").
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BankFinancial CORP: Approved and adopted an amendment and restatement of the Bylaws to provide stockholders with concurrent power to amend bylaws, declassify the Board, and provide for majority vote standard in uncontested elections, subject to stockholder approval of the Charter Amendment.
- Change
- bylaw amendment
Exact text from the filing
The Board also approved and adopted an amendment and restatement of the Bylaws to, among other matters, (a) provide stockholders with the concurrent power to amend, alter or repeal the Bylaws or adopt new provisions of the Bylaws by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter, (b) declassify the Board and (c) provide for the election of a nominee for director in an uncontested election by the affirmative vote of a majority of the total votes cast for and against such nominee (the "Second Amended and Restated Bylaws").
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