AECOM (NYSE:ACM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

7 years ago

AECOM (NYSE:ACM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Bylaws

On November15, 2017, the AECOM Board of Directors (the “Board”) adopted amendments to AECOM’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) primarily to implement proxy access and to provide stockholders with the right to call a special meeting. The Board adopted these favorable stockholder measures to provide meaningful new stockholder rights while also safeguarding the long-term interests of AECOM and its stockholders.

Proxy Access — Section3.5

Section3.5 has been added to the Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of AECOM’s outstanding common stock continuously for at least three years to nominate and include in AECOM’s proxy materials director nominees not to exceed the greater of (i)20% of the Board or (ii)two directors, provided that the stockholder(s)and the nominee(s)satisfy the procedural and eligibility requirements specified in the Bylaws. Proxy access shall be available for stockholders beginning at AECOM’s 2019 Annual Meeting of Stockholders.

Right to Call a Special Meeting of Stockholders — Section2.4

Section2.4 has been added to the Bylaws to permit a stockholder, or a group of stockholders, owning 25% or more of AECOM’s outstanding common stock to request a special meeting of stockholders, provided the requesting stockholder(s)satisfy the requirements specified in the Bylaws.

Other Amendments

The Bylaws were also updated to: (i)to require all director nominees to make certain representations about third party compensation and compliance, (ii)updates the advance notice provisions in Sections 2.2 and 3.4, (iii)increase the number of directors required to call a special meeting, (iv)provide that any meeting of the stockholders can be recessed, and (v)address the Board’s authority to adopt ruleswith respect to the conduct of stockholder meetings. The amendments also update various provisions to align them with the Delaware General Corporation Law.

The Bylaws were effective upon adoption and were also amended to make certain other clarifications and technical or non-substantive changes. The foregoing description is qualified in its entirety by reference to the Bylaws filed as Exhibit3.2 to this Report.

Item 5.03 Financial Statements and Exhibits.

(d) Exhibits

3.2	Amended and Restated Bylaws of AECOM.

AECOM ExhibitEX-3.2 2 a17-27230_1ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AECOM (a Delaware corporation) Amended and Restated as of November 15,…To view the full exhibit click here
About AECOM (NYSE:ACM)
AECOM is engaged in designing, building, financing and operating infrastructure assets for governments, businesses and organizations. The Company’s segments include design and consulting services (DCS), construction services (CS) and management services (MS). Its DCS segment is engaged in planning, consulting, architectural and engineering design services to commercial and government clients in major end markets, such as transportation, facilities, environmental, energy, water and government. Its CS segment is engaged in construction services, including building construction and energy, infrastructure and industrial construction, primarily in the Americas. Its MS segment is engaged in programming and facilitating management and maintenance, training, logistics, consulting, technical assistance, and systems integration and information technology services, primarily for agencies of the United States government and other national governments.