DISCOVER FINANCIAL SERVICES (NASDAQ:DFS) 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 December15, 2016, the Board of Directors (the Board) of
Discover Financial Services (the Company) approved amendments
(the Amendments) to the Companys Amended and Restated Bylaws (the
Bylaws) effective December15, 2016, to implement proxy access and
make certain related administrative or conforming revisions. The
Boards decision to adopt the Amendments was the result of a year
long study, after extensive consideration of evolving best
practices.
Section2.08 has been added to the Bylaws to permit a stockholder,
or a group of up to 20 stockholders, owning at least 3% of the
outstanding shares of common stock of the Company continuously
for at least three years to nominate and include in the Companys
proxy materials director nominees constituting up to the greater
of two individuals or 20% of the Board, provided that the
nominating stockholder(s) and the nominee(s) satisfy the
requirements specified in the Bylaws. Notice of a nomination to
the proxy access provisions of the Bylaws must be received no
earlier than 150 days and no later than 120 days before the
anniversary of the date that the Company distributed its proxy
statement for the previous years annual meeting of stockholders.
As a result, proxy access will first be available in connection
with the Companys 2018 annual meeting of stockholders.
The Bylaws were also amended to make certain related
administrative or conforming revisions to the requirements of the
notice of stockholder business and nominations in Section2.07.
The foregoing description of the Amendments does not purport to
be complete and is qualified in its entirety by reference to the
Bylaws, as amended and restated, a copy of which is attached
hereto as Exhibit 3.1 and incorporated by reference herein.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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| 3.1 |
Amended and Restated Bylaws of Discover Financial Services, as amended and restated on December 15, 2016. |
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