AMERICA HOLDINGS (NASDAQ:LH) Files An 8-K Material Modification to Rights of Security Holders
Item3.03.
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Material Modification to Rights of Security Holders |
As described in Item 5.03 below, the contents of which are
incorporated herein by reference, on January4, 2017, the Board of
Directors (the Board) of Laboratory Corporation of America
Holdings (the Corporation) adopted amendments to the Corporations
Amended and Restated By-Laws (the By-Laws).
Item5.03. |
Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year |
On January4, 2017, the Board adopted amendments to the
Corporations By-Laws. The By-Laws, as restated to
reflect the amendments, are filed herewith as Exhibit 3.1 to this
Form 8-K.
The amendments
include provisions to implement proxy access to permit eligible
stockholders to submit nominees to the Board to be included in
the Corporations proxy statement for its annual meeting of
stockholders, commencing with the Corporations 2018 annual
meeting. New Section13 of Article II of the By-Laws permits a
stockholder, or a group of up to 20 stockholders, owning 3% or
more of the Corporations outstanding common stock continuously
for at least three years to nominate and have included in the
Corporations proxy materials persons for election to the Board
constituting up to 20% of the Board, provided that the
stockholder(s) and the nominee(s) satisfy the requirements
specified in Article II, Section13.
The Board also
adopted an amendment to the By-Laws providing an advance notice
provision in Article I, Section9 to establish timing, procedural
and informational requirements for stockholders seeking to
present proposals, other than nominations to the Board, for a
stockholder vote at an annual meeting.
In addition, the
Board adopted an amendment to the By-Laws to provide that in any
case where stockholders act by written consent in lieu of a
meeting as permitted by Article I, Section6 of the By-Laws, the
Board of Directors may set a record date for such action.
The Board also
adopted amendments to, among other things, (a)harmonize the dates
by which certain proposals or director nominations must be
submitted, (b)make changes to update certain references to
officers of the Corporation in the By-Laws, and (c)make
conforming changes to permit the implementation of the aforesaid
items.
The foregoing is a
summary of the amendments to the By-Laws and is qualified in its
entirety by the By-Laws, as amended and
restated, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by
reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit3.1 |
Amended and Restated By-Laws of Laboratory Corporation of America Holdings as of January4, 2017 |