ENVISION HEALTHCARE CORPORATION (NYSE:EVHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February21, 2018, following the previously announced intention of the Board to adopt a proxy access bylaw, the Board amended and restated the Company’s By-Laws (the “Bylaws”) to implement proxy access. Under the amended Bylaws, a qualifying shareholder, or a group of up to 20 such shareholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years, will be able to nominate, and include in the Company’s annual meeting proxy materials, qualifying director nominees which shall not exceed the greater of two directors or 20% of the Board (rounded down), provided that the shareholders and nominees satisfy the eligibility, procedural and other requirements specified in the Bylaws.

The amendments to the Bylaws were effective upon approval and also include other conforming changes in connection with the adoption of the proxy access provision, as well as certain other non-substantive changes. The foregoing description of the changes to the Bylaws above is qualified in its entirety by the Third Amended and Restated By-laws of the Company filed herewith as Exhibit 3.1 and incorporated herein by reference.

(d) Exhibits.

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EXHIBIT INDEX

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Envision Healthcare Corp Exhibit
EX-3.1 2 d538133dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 ENVISION HEALTHCARE CORPORATION THIRD AMENDED AND RESTATED BY-LAWS Effective as of February 21,…
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