Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The amendments effected by the Amended Bylaws include:
updates of provisions relating to adjournment procedures and lists of
? stockholders entitled to vote at stockholder meetings, in each case to reflect
recent amendments to the Delaware General Corporation Law;
? a requirement that a stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white;
a revision to the deadlines for receipt of notice of a stockholder's intent to
bring business or director nominations (other than director nominations brought
? pursuant to the Company's proxy access bylaw) before an annual meeting of
stockholders to require that such notice be received no earlier than 150 days
and no later than 120 days before the anniversary of the prior year's annual
meeting of stockholders;
updates to procedural requirements relating to director nominations by
stockholders (other than director nominations brought pursuant to the Company's
? proxy access bylaw) in response to the
adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended
("Rule 14a-19"), including:
a requirement that, if a stockholder intends to engage in a solicitation with
respect to a nomination, the stockholder include in the nomination notice the
o name of each participant in such solicitation and a representation that such
stockholder intends to deliver a proxy statement and form of proxy to at least
the percentage of the Company's outstanding capital stock required under Rule
14a-19;
a requirement that a stockholder provide notice to the Company within two
o business days of any change in such stockholder's intent to solicit proxies
under Rule 14a-19;
a requirement that any stockholder that has represented that it intends to
o solicit proxies under Rule 14a-19 provide evidence that it has met the
requirements of the rule at least five business days before the applicable
meeting; and
a requirement that, if a nominating stockholder provides notice that it intends
to solicit proxies in support of any proposed nominee in accordance with Rule
o 14a-19 and subsequently fails to comply with the requirements of the rule, or
the evidentiary requirement in described the previous bullet, any proxies or
votes for each such proposed nominee will be disregarded.
The Amended Bylaws also effected certain other administrative, clarifying and conforming changes.
The foregoing general description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws set forth in Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
As a result of the amendments effected by the Amended Bylaws described in Item
5.03 above, the deadlines for stockholders to submit an item of business for the
Company's 2023 annual meeting of stockholders or a notice of intent to solicit
proxies in support of director nominees other than the Company's nominees at the
Company's 2023 annual meeting of stockholders pursuant to Rule 14a-19 disclosed
in the Company's definitive proxy statement relating to its 2022 annual meeting
of stockholders filed with the
Deadline to submit an item of business for the Company's 2023 annual meeting of
stockholders. The Amended Bylaws govern notice requirements for stockholder
proposals intended to be presented at, but not included in the Company's proxy
materials for, the Company's 2023 annual meeting of stockholders, including
director nominations for election to the Company's Board of Directors. To be
considered timely, such stockholder's notice must be received by the Company's
Secretary no earlier than
Deadline to provide notice pursuant to Rule 14a-19 of intent to solicit proxies
in support of director nominees other than the Company's nominees at the
Company's 2023 annual meeting of stockholders. Pursuant to the Amended Bylaws,
stockholders who intend to solicit proxies in support of director nominees other
than the Company's nominees must provide a notice that sets forth the name of
each participant in such solicitation and a representation that such stockholder
intends to deliver a proxy statement and form of proxy to at least the
percentage of the Company's outstanding capital stock required under Rule
14a-19. To be considered timely, such stockholder's notice must be received by
the Company's Secretary no earlier than
Address for notices. The notices described above should be sent to the Company
at
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description 3.1 Amended and Restated Bylaws ofKyndryl Holdings, Inc. , effectiveJanuary 25, 2023
104 Cover Page Interactive Data File (embedded in the Inline XBRL
document)
© Edgar Online, source