Baldwin Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At a special meeting on June 8, 2018, the Board of Directors (the "Board") of Baldwin & Lyons, Inc. (the "Company") adopted and approved an amendment of its Code of Bylaws. to the amendment and restatement, among other things:
Certain sections of Article IV, including Section 4.3 (Management and Committees), were added or revised to provide that the Board may appoint a Chairman and to specify when an Independent Director shall be appointed. The provisions provide that the Lead Director shall be appointed from among the independent members of the Board of Directors. In addition, the provisions specify the duties of the Chairman and Lead Director roles.
Certain sections of Article V, including Section 5.1 (Election, Qualification and Term of Office), Section 5.5 (Executive Chairman), and Section 5.6 (The Chief Executive Officer) were removed or updated to specify that the officers of the Corporation shall consist of a Chief Executive Officer, Chief Financial Officer, a Secretary and a Treasurer. The provisions allow the CEO to appoint additional officers. The provisions were revised to remove the Executive Chairman role, including references to the Executive Chairman duties with regard to other officers and responsibilities.
Item 9.01 Financial Statements and Exhibits
(d)The following item is filed as an exhibit to this Current Report on Form 8-K:
3.2 Code of Bylaws of Baldwin & Lyons, Inc., as amended through June 8, 2018.
3.2.1 Code of Bylaws of Baldwin & Lyons, Inc., showing all changes adopted on June 8, 2018.
About Baldwin & Lyons, Inc. (NASDAQ:BWINA)
Baldwin & Lyons, Inc. (B&L) through its divisions and subsidiaries, is engaged in marketing and underwriting property and casualty insurance, including limited assumption of risks as a reinsurer of other companies. The Company operates in two segments: property and casualty insurance, and reinsurance. The property and casualty insurance segment provides multiple line insurance coverage primarily to fleet transportation companies, as well as to independent contractors who contract with fleet transportation companies. In addition, the Company provides private passenger automobile products to individuals, workers’ compensation coverage to small businesses and professional liability products on a selective basis. The reinsurance segment accepts professional liability cessions from other insurance companies. Its subsidiaries are Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company, B&L Brokerage Services, Inc. and B&L Insurance, Ltd.