On August 27, 2020, the Board of Directors of DLH Holdings Corp. (the “Company”), adopted amended and restated By-Laws (the “Amended and Restated By-Laws”) which became effective immediately. Among other changes, the amendments set forth in the Amended and Restated By-Laws update the advance notice procedures and related information requirements in connection with shareholder proposals and director nominations at annual meetings. Under the amendments, Sections 2.7 and 3.4 of the Amended and Restated By-Laws require shareholders, and each person acting in concert, to provide the Company with, among other things: (i) information about their economic and voting interests in Company securities; (ii) a description of any arrangement with respect to the proposal or nomination; and (iii) with respect to director nominations, additional information concerning the nominee.

Additionally, Section 6.10 was added to the Amended and Restated By-Laws, which provides for the Company’s ability to adopt emergency by-laws in accordance with relevant provisions of the New Jersey Business Corporation Act. Section 6.11 was also added to the Amended and Restated By-Laws and provides that unless the Company consents to selection of an alternative forum, the federal and state courts in New Jersey shall, to the extent permitted by law, be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company, or a breach of the Company’s Certificate of Incorporation or By-Laws; (iii) any action asserting a claim arising to the New Jersey Business Corporation Act or the Company’s Certificate of Incorporation; (iv) any other state law claim brought by one or more shareholders against the Company, its directors or officers; or (v) any other action governed by the internal affairs doctrine of the State of New Jersey.

Further, Article IV of the Amended and Restated By-Laws includes administrative and technical changes to the procedures and other aspects concerning the designation and operation of committees of the Board. Article IX of the Amended and Restated By-Laws includes changes to the procedures applicable to, and the scope of, the Company’s ability to provide for indemnification of its directors, officers, and employees. In addition, administrative and ministerial changes were made throughout the Amended and Restated By-Laws, including provisions relating to the adjournment or postponement of shareholder meetings, the ability of directors to act without a meeting by providing consents in writing or by electronic transmission, the specific roles and obligations of various corporate officers, and new sections regarding the ability to provide notices by electronic transmission.

The foregoing description of the Company’s Amended and Restated By-Laws is qualified in all respects by reference to the text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

DLH Holdings Corp. Exhibit
EX-3.1 2 amendedandrestatedbyla.htm EX-3.1 DocumentAMENDED AND RESTATED BY-LAWS OFDLH HOLDINGS CORP.(Amended and Restated as of August 27,…
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