MINERALS TECHNOLOGIES INC. (NYSE:MTX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or By-Laws; Changes in Fiscal Year.
MINERALS TECHNOLOGIES INC. (NYSE:MTX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 19, 2017, the Board of Directors (the "Board") of Minerals Technologies Inc. (the "Company") amended the Company's By-Laws ("Amended and Restated Bylaws") to implement a "proxy access" provision.
Article II, Section 18 of the Amended and Restated Bylaws has been added to allow eligible shareholders to include their own nominees for director in the Company's proxy statement along with the candidates nominated by the Board. to the proxy access provision, a shareholder or group of not more than 20 shareholders owning an aggregate of 3% or more of the Company's outstanding common stock continuously for at least three years may submit a limited number of candidates for election to the Board, not to exceed the greater of 2 directors or 20% of the number of directors then in office (rounding down to the nearest whole number), and subject to reduction in certain cases, and require the inclusion of such candidate(s) in the Company's proxy materials for the meeting at which such election will be held. The nominating shareholder or group and each nominee must satisfy the eligibility, procedural and disclosure requirements for proxy access as specified in the Amended and Restated Bylaws, including that the Company receive notice of such nominations between 120 and 150 days prior to the anniversary of the date that the Company mailed its proxy statement for the prior year's annual meeting of stockholders.
The amendments to the Bylaws were effective upon adoption, with proxy access first being available to shareholders for the Company's 2018 Annual Meeting of Shareholders.
The foregoing description 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 By-Laws of Minerals Technologies Inc., as amended and restated effective July 19, 2017, a copy of which is attached as Exhibit3.1 and incorporated herein by reference.
|
Item 9.01 |
Financial Statements and Exhibits. |
|
(d) |
Exhibits |
|
3.1 |
By-Laws of Minerals Technologies Inc., as amended and restated effective July 19, 2017 |
|
MINERALS TECHNOLOGIES INC ExhibitEX-3.1 2 ex3_1.htm BY LAWS OF MINERALS TECHNOLOGIES INC Exhibit 3.1 BY-LAWS OF MINERALS TECHNOLOGIES INC. ARTICLE I – STOCKHOLDERS’ MEETING 1. PLACE OF MEETING. Meetings of the stockholders shall be held at the registered office of the Corporation in Delaware,…To view the full exhibit click |
