BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On March14, 2017, the Board of Directors (the Board) of
Bright Horizons Family Solutions Inc. (the Company),
amended and restated the Companys Amended and Restated Bylaws
(the Bylaws) to adopt a majority voting standard for
uncontested elections of directors, to add a related resignation
requirement and to make certain other ministerial changes. In
particular, the amendments include the following changes:
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A new Section2.2 to provide for a majority voting standard for uncontested elections of directors whereby a nominee for director will be elected to the Board if the votes cast for such nominees election exceed the votes cast against such nominees election (disregarding for these purposes abstentions and broker non-votes). Directors will continue to be elected by a plurality of the votes cast if the election is a contested election of directors (as defined in the Bylaws). |
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A proposed nominee must deliver an irrevocable letter of resignation as a director, effective upon such persons failure to receive the required vote for reelection at the next meeting of stockholders at which such person faces reelection. |
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To the extent that an irrevocable resignation has not been previously received by the Board from an incumbent director, in an election that is not a contested election, if any incumbent director nominated for reelection fails to receive a majority of the votes cast in an election, such director will promptly tender his or her resignation to the Board. |
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The Nominating and Corporate Governance Committee shall make a recommendation to the Board as to whether to accept or reject an incumbent directors resignation, or whether other action should be taken. The Board shall act on the resignation, taking into account the committees recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days following certification of the election results. The committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board does not accept the resignation, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or earlier resignation or removal. |
Additionally, the Bylaws were amended to make certain ministerial
changes including, but not limited to:
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revising the advance notice provisions of Section1.2 to clarify certain provisions, including the definition of a Stockholder Associated Person; |
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updating the definition of public announcement and adding a definition of close of business; |
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adding a new Section2.3 to clarify that vacancies on the Board will be filled as provided for in the Companys second restated certificate of incorporation; and |
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revising the language in Section2.4 regarding resignation of directors to have it conform to the language contained in the Companys second restated certificate of incorporation. |
The foregoing summary of the amendments to the Bylaws is
qualified in its entirety by reference to the full text of the
Bylaws, a copy of which is filed with this Current Report on Form
8-K as Exhibit 3.1 and incorporated in this Item5.03 by
reference. Additionally, a copy of the Bylaws, marked to show
changes from the former Bylaws, is also included as Exhibit 3.2
hereto (additions are underlined and deletions are struck
through).
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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ExhibitNo. |
Description |
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| 3.1 |
Amended and Restated Bylaws of the Company, effective March 14, 2017 |
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| 3.2 |
Amended and Restated Bylaws of the Company, effective March 14, 2017 (marked) |
About BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM)
Bright Horizons Family Solutions Inc. is a provider of child care, early education and other services. The Company provides services under multi-year contracts with employers offering child care and other dependent care solutions as part of their employee benefits packages. Its segments include full service center-based care services, back-up dependent care services and other educational advisory services. Full service center-based care segment includes center-based child care, preschool and elementary education. Back-up dependent care segment includes center-based back-up child care, in-home well child care, in home mildly ill child care and adult/elder care. The Company’s other educational advisory services segment includes its college preparation and admissions advisory services, as well as tuition reimbursement administration and educational advising services. The Company operates over 300 nurseries in the United Kingdom and approximately 1,000 across the world. BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Recent Trading Information
BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) closed its last trading session down -0.38 at 68.66 with 312,548 shares trading hands.
