Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
While shareholder approval of the Exclusive Forum Amendment was not legally
required, the Board determined in 2021 to seek shareholder ratification, on an
advisory basis, of the Exclusive Forum By-Law at the Company's 2021 annual
meeting of shareholders (the "2021 Annual Meeting"). At the 2021 Annual Meeting,
the holders of a majority of the shares represented and voted on that proposal
did not ratify the Exclusive Forum By-Law. Although the Board continues to
believe that the Exclusive Forum Amendment would be beneficial to the Company's
shareholders, the Board decided, in light of that vote by the shareholders at
the 2021 Annual Meeting, not to submit any related proposal at the 2022 annual
meeting, but rather to further amend and restate the Company's By-Laws to delete
the Exclusive Forum By-Law. Accordingly, the proper forum for any future actions
which would have been subject to the Exclusive Forum By-law will be governed
exclusively by relevant provisions of
As a result of the deletion of the Exclusive Forum Amendment, previous Article IX ("Miscellaneous Provisions") of the Company's By-Laws was renumbered as Article VIII.
The preceding summary is qualified in its entirety by reference to the Amended and Restated By-Laws, which are attached hereto as Exhibit 3.4D and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
3.4D Amended and Restated By-Laws ofClean Harbors, Inc. 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 1
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