Baldwin Insurance enters new stockholders agreement with key holders after Delaware court ruling

Baldwin Insurance Group, Inc.

New Stockholders Agreement dated Oct 30, 2024, with BIGH, LLC (Lowry Baldwin), Trevor Baldwin, Brad Hale, Daniel Galbraith, James Roche.
Agreement grants approval rights over major actions: M&A >5% total assets, debt >10% total assets, equity issuance >$10M, dividends, director nominations.
Rights become effective upon final nonappealable order that prior stockholders agreement is invalid; triggered by May 2024 Chancery Court opinion.
Bylaw amendment adopted disbanding independent committee once new agreement operative; holders may designate majority of board nominees.

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

Baldwin Insurance Group, Inc.: Adopted First Amendment to the Second Amended and Restated By-laws to disband the independent committee once the operative provisions of the New Stockholders Agreement are in effect and to provide the Holders with approval rights over certain senior management matters.

Change: bylaw amendment

Exact text from the filing

the Board adopted, the First Amendment to the Second Amended and Restated By-laws of the Company (the “By-law Amendment”) that (x) disband the independent committee of the Board established pursuant to Section 4.02 of the By-laws once the operative provisions of the New Stockholders Agreement are in effect and (y) provide the Holders with approval rights over certain specified matters relating to the Company’s senior management that must be satisfied prior to the occurrence of such specified matters.

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13 governance changes filed in the last 30 days. Browse all governance changes →

Baldwin Insurance Group, Inc. filing history →

Source: SEC EDGAR

accession 0001781755-24-000086

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