Atmus stockholders approve board declassification, eliminate supermajority voting

Atmus Filtration Technologies Inc.

Approved declassifying the Board and phasing in annual director elections with 99.98% of votes cast (74.1M for).
Eliminated supermajority voting provisions (99.85% for) and legacy parent provisions (99.98% for).
Board adopted bylaw amendments to comply with universal proxy rule (Rule 14a-19) and enhance nomination procedures.
Certificate of Correction filed May 27, 2025 to fix errors in the declassification process and removal provisions.
Directors Bennett and Macadam elected with 99.4% and 97.9% support respectively (excluding broker non-votes).

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

Atmus Filtration Technologies Inc.: Board of Directors approved amending and restating the Bylaws to reflect confirming changes based on the charter amendments and other changes, including universal proxy rule compliance and expanded stockholder disclosure requirements (effective 2025-05-20).

Change: bylaw amendment
Effective: 2025-05-20

Exact text from the filing

the Company’s Board of Directors approved amending and restating the Company’s Bylaws to reflect certain confirming changes based on the amendments to the Certificate and certain other amendments, including expanding the scope of disclosures required by a stockholder seeking to nominate one or more persons (“director nominees”) to be elected to the Board

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Atmus Filtration Technologies Inc.: Stockholders approved amendments to the Certificate of Incorporation to declassify the Board, eliminate supermajority voting provisions, and eliminate legacy parent provisions; a Certificate of Correction was filed to correct certain sections (effective 2025-05-20).

Change: charter amendment
Effective: 2025-05-20

Exact text from the filing

the stockholders of Atmus Filtration Technologies Inc. (the “Company”) approved amending and restating the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to declassify the Company’s Board of Directors and phase-in annual director elections, eliminate supermajority voting provisions and eliminate legacy parent provisions.

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Atmus Filtration Technologies Inc. filing history →

Source: SEC EDGAR

accession 0001921963-25-000110

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