Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of December 20, 2019, the Board of Directors (the "Board") of Penn
Virginia Corporation (the "Company") approved and adopted amendments to the
Company's Third Amended and Restated Bylaws (as amended and restated, the
"Bylaws") to implement majority voting in uncontested director elections and
plurality voting in contested director elections. In uncontested director
elections, directors will be elected by a majority of the votes cast, which
means that the number of shares voted "for" a director must exceed the number of
shares voted "against" that director. In contested director elections, plurality
voting continues to apply (meaning that the director nominees with the greatest
number of shares voted "for" shall be elected without regard to votes cast
"against" any nominee).
The foregoing description is qualified in its entirety by reference to the
Bylaws, a copy of which is attached hereto as Exhibit 3.1.
Item 8.01. Other Events.
In connection with the Bylaw amendments referred to in Item 5.03 of this Current
Report on Form 8-K, the Board approved and adopted amendments to the Company's
Corporate Governance Principles to implement a director resignation policy. The
director resignation policy provides that any director who is not elected by a
majority of the votes cast in an uncontested election is expected to tender his
or her offer of resignation to the Nominating and Governance Committee. The
Nominating and Governance Committee will recommend to the Board whether to
accept or reject the resignation offer, or whether other actions should be
taken. The Board will act on the Nominating and Governance Committee's
recommendation within 90 days following certification of the election results.
If the Board accepts a director's resignation offer pursuant to this process,
the Board, with the assistance of the Nominating and Governance Committee, will
thereafter determine whether to fill the vacancy or reduce the size of the
Board. Any director who tenders his or her offer of resignation pursuant to this
provision will not participate in the proceedings of either the Nominating and
Governance Committee or the Board with respect to his or her own resignation
offer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Fourth Amended and Restated Bylaws of Penn Virginia Corporation,
effective as of December 20, 2019
104 The cover page from Penn Virginia Corporation's Current Report on
Form 8-K, formatted in Inline XBRL (included as Exhibit 101)
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