E*TRADE Financial Corporation (NASDAQ:ETFC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

The Board of Directors (the Board) of E*TRADE Financial
Corporation (the Company) approved the amendment and restatement
of the Companys Bylaws (the Bylaws), effective June14, 2017. The
Bylaws include the following amendments:

Article 1, Section1.01 of the Bylaws has been amended to clarify
that the Company may postpone, reschedule or cancel a meeting of
the stockholders scheduled by the Board.

Article 1, Section1.08 of the Bylaws has been amended to update
the advance notice deadline and related procedural and disclosure
requirements by which a stockholder (the Proposing Person) may
propose business that is not submitted for inclusion in the
Companys proxy materials in connection with an annual meeting of
the stockholders and nominations in connection with an annual or
special meeting of the stockholders. The amendments push back the
deadline for advance notice of business and nominations for an
annual meeting to not later than the close of business 90 days,
nor earlier than the close of business 120 days prior to the one
year anniversary of the preceding years annual meeting. As a
result of the amendments, for the 2018 Annual Meeting, notice of
such business or nominations must be received by the Company no
earlier than January11 and no later than February10, 2018 as set
forth more fully in the Bylaws, and must comply with the other
requirements set forth in the Bylaws.

The amendments require the Proposing Person to provide
information regarding the Proposing Person, including the
Proposing Persons ownership of securities in the Company
(including ownership of derivative securities). Further, the
amendments require the Proposing Person to provide additional
information regarding the candidate whom the Proposing Person
proposes to nominate for election as a director, including all
information with respect to such nominee that would be required
to be set forth in a stockholders notice if such nominee were a
Proposing Person and a description of any direct or indirect
material interest in any material contract or agreement between
or among any Proposing Person and each nominee or his or her
respective associates. The amendments also require the Proposing
Person to provide information regarding the proposed business and
any related agreements between the Proposing Person and any other
beneficial holder. Additionally, the Proposing Person must update
or supplement its notice, if necessary, prior to the stockholder
meeting and the Proposing Person (or a qualified representative)
must appear at such meeting in order for such candidate to be
elected or such business to be conducted.

Article 1, Section1.08(d) has been added to the Bylaws to
establish procedures around the right of stockholders to call a
special meeting of the stockholders. The Companys Amended and
Restated Certificate of Incorporation provides that a special
meeting may be called by the holders of shares entitled to cast
not less than 10percent of the votes at such special meeting. The
new subsection requires that a stockholder (the Requesting
Person) first request a record date to determine the stockholders
entitled to call such special meeting. Such request must provide
certain information about the Requesting Person and the purpose
of the special meeting. Additionally, the Requesting Person must
update or supplement this information, if necessary, prior to the
stockholder meeting.

Article 1, Section1.09 has been added to the Bylaws to provide
additional requirements for the valid nomination of a candidate
for director. The new section requires that a candidate provide
(i)certain background information and (ii)representations
regarding disclosure of voting or compensation arrangements and
compliance with the Companys policies and guidelines.

Article 1, Section1.10 has been added to the Bylaws to provide
for the conduct of meetings of the stockholders. The amendment
clarifies that the presiding officer over a meeting of the
stockholders shall set rules of conduct for the meeting,
including as to opening and closing of polls, order of business
and time allotted to participants in the meeting of the
stockholders.

Article 2, Section2.07 of the Bylaws has been amended to provide
that the Chairman of the Board or a majority of directors on the
Board may call a special meeting of the Board.

The Bylaws also include certain technical, conforming and
clarifying changes. The foregoing description is qualified in its
entirety by the Bylaws which are attached hereto as Exhibit 3.1
and are incorporated herein by reference.

(d)Exhibits

E TRADE FINANCIAL CORP Exhibit
EX-3.1 2 d408899dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF E*TRADE FINANCIAL CORPORATION (a Delaware corporation) as of June 14,…
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About E*TRADE Financial Corporation (NASDAQ:ETFC)

E*Trade Financial Corporation is a financial services company. The Company provides brokerage and related products and services primarily to individual retail investors under the brand E*TRADE Financial. The Company also provides investor-focused banking products, primarily sweep deposits, to retail investors. The Company operates in two segments: trading and investing, and balance sheet management. Its trading and investing segment offers a suite of financial products and services to individual retail investors. Its balance sheet management segment focuses on asset allocation and managing credit, liquidity and interest rate risks. Its hybrid service delivery model is delivered through various digital platforms: E*TRADE.com, E*TRADE Mobile and E*TRADE Pro. E*TRADE.com is its site that provides customers with tools, guidance, actionable ideas, research and education to take control of their finances. E*TRADE Mobile offers trading applications for various smartphones and tablets.