Willdan Group adopts amended bylaws with enhanced proxy, forum, and disclosure rules

Willdan Group, Inc.

Board approved Second Amended and Restated Bylaws on July 7, 2023, effective immediately.
Advance notice requirements expanded: stockholders must disclose additional info on proposals/nominees and update disclosures five business days before meeting.
Universal proxy rules added: nominating stockholders must comply with Rule 14a-19; Board's white proxy card reserved for Board use.
Exclusive forum provision designates Delaware Chancery for corporate claims and U.S. federal courts for Securities Act claims.
Other updates: DGCL-compliant adjournment, removed stockholder list inspection requirement, modernized indemnification, default uncertificated shares.

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

Willdan Group, Inc.: Amended and restated bylaws to update advance notice requirements, add exclusive forum provision, and make other updates (effective 2023-07-07).

Change: bylaw amendment
Effective: 2023-07-07

Exact text from the filing

On July 7, 2023, the Board of Directors (the “ Board ”) of Willdan Group, Inc. (the “ Company ”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “ Second Amended and Restated Bylaws ”), which became effective immediately upon approval.

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Willdan Group, Inc. filing history →

Source: SEC EDGAR

accession 0001558370-23-011834

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