EXTERRAN CORPORATION (NYSE:EXTN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
After the Board of Director’s (“Board”) of Exterran Corporation (“Company”) annual review of the Company’s current Amended and Restated Bylaws of the Company (“Bylaws”) and consideration of best governance practices, the Board authorized the amendment of Section 1.7 of the Bylaws to provide for majority voting in uncontested elections of directors. This amendment, effective January 8, 2018, provides that in an uncontested election, a director nominee may be elected only upon the affirmative vote of a majority of the total votes cast, which means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. Votes cast do not include abstentions or shares as to which a shareholder gives no authority or discretion, including “broker non-votes.” Prior to the adoption of this amendment, members of the Board were elected by a plurality of votes cast, whether or not the election was contested. The Bylaws retain plurality voting for contested director elections.
Incumbent directors who fail to receive a majority of votes are required, within ten business days following certification of the stockholder vote, to tender a letter of resignation to the Board. Within 90 days from the date of certification of the stockholder vote, the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will thereafter determine whether to accept or reject any such resignation and will promptly disclose its decision.
The foregoing description of this amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d)Exhibits.
Exterran Corp ExhibitEX-3.1 2 exhibit31-amendedandrestat.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATED BYLAWS OF EXTERRAN CORPORATIONA Delaware CorporationDate of Adoption:January 8,…To view the full exhibit click here
About EXTERRAN CORPORATION (NYSE:EXTN)
Exterran Corporation is engaged in the provision of compression, production and processing products and services that support the production and transportation of oil and natural gas around the world. The Company operates through three segments: contract operations, aftermarket services and product sales. The contract operations segment provides natural gas compression services, production and processing equipment services, and maintenance services to meet specific customer requirements on assets owned by it. The aftermarket services segment provides a range of services to support the surface production, compression and processing needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets. The product sales segment provides design, engineering, manufacturing, installation and sale of natural gas compression units, and accessories and equipment used in the production, treating and processing of crude oil and natural gas.