Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•Eliminate the default date for the annual meeting of stockholders; •Clarify that the Board may postpone, reschedule or cancel any annual or special meeting of stockholders; •Permit the Chairman of the Board or the Chief Executive Officer to designate inspectors of elections; •Clarify the powers of the chair of stockholder meetings; •Enhance procedural mechanics in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at stockholder meetings; •Change the window for stockholder nominations and proposals with respect to an annual meeting from 60 to 90 days prior to the first anniversary of the preceding annual meeting to 90 to 120 days prior to the first anniversary of the preceding annual meeting; •Provide procedures for stockholder nominations at special meetings of stockholders where directors are to be elected pursuant to the Company's notice of meeting; •Provide for the selection of a Lead Director by and from the independent directors if the Chairman of the Board is not an independent director; •Permit the calling of special meetings of the Board by the Lead Director (or the Chairman of the Board, Chief Executive Officer or President) and on shorter than one day's notice if the person(s) calling the meeting deem necessary or appropriate under the circumstances; and •Permit the Chief Executive Officer to remove any assistant officer appointed by the Chief Executive Officer. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference. Section 9. - Financial Statements and Exhibits. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Kemper Corporation Amended and Restated Bylaws, effectiveAugust 4, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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