RLI Corp. amends bylaws; updates stockholder meeting and director nomination procedures

RLI CORP

Board may postpone, reschedule, or cancel any special or annual stockholder meeting effective Nov 7, 2024.
Enhanced procedural mechanics for stockholder nominations: requires record ownership throughout meeting and additional disclosures.
Adds provisions for Universal Proxy Rules (Rule 14a-19) including remedy if stockholder fails requirements.
Plurality voting applies in contested elections; directors may be removed with or without cause by majority vote.
Director nominee must be available for Board interview within 10 days of request; Board size set at 7-13 directors.

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

RLI CORP: Amended and restated bylaws effective immediately, with changes to stockholder meeting procedures, director nominations, universal proxy rules, director removal, and other governance provisions (effective 2024-11-07).

Change: bylaw amendment
Effective: 2024-11-07

Exact text from the filing

On November 7, 2024, in connection with a periodic review of the bylaws of RLI Corp. (the “ Company ”), the Company’s board of directors (the “ Board ”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.

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Source: SEC EDGAR

accession 0001558370-24-015332

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