Luminar Technologies amends bylaws to align with universal proxy rules and eliminate stockholder list exam requirement

Luminar Technologies, Inc./DE

Board approved amendments effective March 17, 2023 to Restated Bylaws regarding proxy solicitation, stockholder list, and universal proxy rules.
Requires stockholders soliciting proxies to use a proxy card color other than white (reserved for Board).
Eliminates requirement for stockholder list to be open at meetings per Delaware law update.
Adds requirements under Universal Proxy Rules (Rule 14a-19) including 67% voting power solicitation threshold.
Includes technical, conforming, and non-substantive changes. Full text filed as Exhibit 3.1.

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

Luminar Technologies, Inc./DE: Board approved amendments to the Restated Bylaws, effective immediately, adding requirements for proxy card color, eliminating stockholder list examination requirement, and addressing Universal Proxy Rules compliance (effective 2023-03-17).

Change: bylaw amendment
Effective: 2023-03-17

Exact text from the filing

On March 17, 2023, the Board of Directors (the “Board”) of Luminar Technologies, Inc. (the “Company”) approved amendments to the Company’s Restated Bylaws (the “Bylaws”). The Bylaws, as amended (the “Amended Bylaws”), were effective immediately and include, among other things, the following changes: • adding a requirement that stockholders who directly or indirectly solicit proxies from other stockholders use a proxy card color other than white, which is reserved for exclusive use by the Board; • eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders to conform to recent amendments to the Delaware General Corporation Law; and • addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including requiring a stockholder providing notice of a nomination pursuant to the advance notice bylaws to inform the Company if it will solicit proxies from holders representing at

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Source: SEC EDGAR

accession 0001628280-23-008757

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