Smith-Midland amends bylaws to update director nominations and adopt forum selection clause

SMITH MIDLAND CORP

Bylaw amendments effective October 25, 2023 include updates for SEC Rule 14a-19 compliance (universal proxy).
Expanded disclosure requirements for stockholder director nominees, including questionnaire and no undisclosed voting agreements.
Advance notice window for annual meeting nominations changed to 120-90 days before anniversary (was 90-60 days).
Adopted exclusive forum for derivative actions, fiduciary duty claims, and DGCL matters in Delaware state or federal court.
Permits remote stockholder meetings and electronic transmission of notices, consents, and waivers.

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

SMITH MIDLAND CORP: Amended and restated bylaws to comply with Rule 14a-19, update DGCL provisions, modify director nomination procedures, change meeting notice timing, and adopt forum selection clause (effective 2023-10-25).

Change: bylaw amendment
Effective: 2023-10-25

Exact text from the filing

On October 25, 2023, the Board of Directors (the “Board”) of Smith-Midland Corporation (the “Company”) adopted an amendment and restatement of the Company’s By-laws (the “By-laws”), effective as of the same day.

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Source: SEC EDGAR

accession 0001654954-23-013577

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