NELNET, INC. (NYSE:NNI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

NELNET, INC. (NYSE:NNI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As reported below under Item 5.07 of this report, Nelnet, Inc., a Nebraska corporation (the "Company"), held its 2018 annual meeting of shareholders on May 24, 2018, at which meeting the Company’s shareholders approved amendments to the Company's articles of incorporation and adopted amended and restated articles of incorporation that included such amendments. As a result, on May 24, 2018, the Company filed Third Amended and Restated Articles of Incorporation with the Nebraska Secretary of State, to which such amendments became effective.

As described in more detail in the Company’s definitive proxy statement for the annual meeting filed with the Securities and Exchange Commission on April 13, 2018, which proxy statement included as an appendix thereto a marked version of the proposed Third Amended and Restated Articles of Incorporation to show the proposed amendments in strikethrough and underlined text, as applicable, the amendments included in the Third Amended and Restated Articles of Incorporation were reflected in the following four sub-proposals, each of which was approved by the shareholders:

(a)

Update the limitation on liability provisions for directors to conform to the provisions of the new Nebraska Model Business Corporation Act;

(b)

Update the indemnification provisions for directors, officers and others to conform to the provisions of the new Nebraska Model Business Corporation Act;

(c)

Increase the percentage of votes required to be held by shareholders in order to demand a special meeting of shareholders under the new Nebraska Model Business Corporation Act; and

(d)

Make certain non-substantive updates and revisions to reflect the new Nebraska Model Business Corporation Act, eliminate provisions that are no longer necessary or outdated, and to provide additional clarity and/or address minor matters.

In addition, on May 24, 2018, the Company’s Board of Directors approved, effective immediately, amendments to and a restatement of the Company’s bylaws. The amendments to the bylaws, as included in the Ninth Amended and Restated Bylaws, were to (i) revise Article I, Section 2 in its entirety so that the Company’s bylaw provisions with respect to special meetings of shareholders are consistent with the shareholder-approved amendment to the Company’s articles of incorporation reflected in sub-proposal (c) above, as well as to address customary procedural matters with respect to special meetings of shareholders; and (ii) make other technical non-substantive wording changes.

The above descriptions of the amendments included in the Third Amended and Restated Articles of Incorporation and the Ninth Amended and Restated Bylaws are qualified in their entirety by reference to the complete text of the amended provisions contained in the Third Amended and Restated Articles of Incorporation and the Ninth Amended and Restated Bylaws, respectively, copies of which are filed with this report as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its 2018 annual shareholders' meeting on May24, 2018. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:

Proposal 1: Election of Directors. Our shareholders elected the following two Class I directors to hold office until the 2021 annual meeting of shareholders and until their successors have been duly elected or appointed.

For

Against

Abstain

Broker Non-Votes

Michael S. Dunlap

139,182,223

305,774

1,823,357

Michael D. Reardon

137,646,535

1,836,200

5,822

1,823,357

Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December31, 2018.

For

Against

Abstain

Broker Non-Votes

141,126,827

179,004

6,083

Proposal 3: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.

For

Against

Abstain

Broker Non-Votes

139,401,423

44,319

42,815

1,823,357

Proposal 4: Approval of an amendment to the Company's Directors Stock Compensation Plan. Our shareholders approved an amendment to the Company's Directors Stock Compensation Plan to increase the number of shares of the Company's Class A common stock that may be issued under the Directors Stock Compensation Plan from a total of 400,000 shares to a total of 500,000 shares, subject to an annual per-director award limit of no more than $300,000 in aggregate grant date fair value.

For

Against

Abstain

Broker Non-Votes

139,032,101

448,742

7,714

1,823,357

Proposal 5: Adoption of Amended and Restated Articles of Incorporation. Our shareholders adopted amended and restated articles of incorporation, through approval by our shareholders of the new amendments included in the amended and restated articles of incorporation reflected in the following four sub-proposals:

Sub-proposal 5A: Update the Limitation on Liability Provisions for Directors to Conform to the Provisions of the New Nebraska Model Business Corporation Act.

For

Against

Abstain

Broker Non-Votes

137,862,752

1,618,972

6,833

1,823,357

Sub-proposal 5B: Update the Indemnification Provisions for Directors, Officers, and Others to Conform to the Provisions of the New Nebraska Model Business Corporation Act.

For

Against

Abstain

Broker Non-Votes

137,863,182

1,618,474

6,901

1,823,357

Sub-proposal 5C: Increase the Percentage of Votes Required to be Held by Shareholders in order to Demand a Special Meeting of Shareholders under the New Nebraska Model Business Corporation Act.

For

Against

Abstain

Broker Non-Votes

130,384,413

9,098,055

6,089

1,823,357

Sub-proposal 5D: Make Certain Non-Substantive Updates and Revisions to Reflect the New Nebraska Model Business Corporation Act, Eliminate Provisions that are No Longer Necessary or Outdated, and to Provide Additional Clarity and/or Address Minor Matters.

For

Against

Abstain

Broker Non-Votes

137,923,178

1,560,665

4,714

1,823,357

Each of the Sub-proposals comprising Proposal 5 was cross-conditioned such that approval by our shareholders of all of the Sub-proposals comprising Proposal 5 was required for any of the Sub-proposals to take effect. All of the Sub-proposals were duly approved by our shareholders in the manner required by the Nebraska Model Business Corporation Act and by the Company’s articles of incorporation, and thus amended and restated articles of incorporation with such amendments were thereby adopted.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed as part of this report:


NELNET INC Exhibit
EX-3.1 2 thirdamendedandrestateda….
To view the full exhibit click here

About NELNET, INC. (NYSE:NNI)

Nelnet, Inc. focuses on delivering education-related products and services and student loan asset management. The Company is engaged in student loan servicing, tuition payment processing and school information systems, and telecommunications. The Company’s segments include Student Loan and Guaranty Servicing, which focuses on student loan servicing, student loan servicing-related technology solutions, and outsourcing services for lenders, guaranty agencies and other entities; Tuition Payment Processing and Campus Commerce, which provides products and services to help students and families manage the payment of education costs at all levels (K-12 and higher education); Asset Generation and Management segment, which includes the acquisition and management of the Company’s student loan assets, and Telecommunications, which focuses on providing pure fiber optic service directly to homes and businesses for Internet, television and telephone services.

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