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 2017 annual
meeting of shareholders on May 25, 2017, at which meeting the
Companys shareholders approved an amendment to the Company’s
articles of incorporation by a majority of the votes cast at the
meeting. As a result, on May 25, 2017, the Company filed Articles
of Amendment to Second Amended and Restated Articles of
Incorporation (the Articles of Amendment) with the Nebraska
Secretary of State, to which the Companys Second Amended and
Restated Articles of Incorporation (the Articles of Incorporation)
were amended to insert a new Section 5.5 under Article V thereof
which classifies the Companys Board of Directors (the Board) into
three classes, with the directors in each class serving staggered
three-year terms of office, and make related revisions to Sections
5.3 and 5.4 of Article V with respect to the filling of vacancies
and removal of directors (with such amendment to the Articles of
Incorporation referred to herein as the Classified Board
Amendment).
Nebraska corporation (the “Company”), held its 2017 annual
meeting of shareholders on May 25, 2017, at which meeting the
Companys shareholders approved an amendment to the Company’s
articles of incorporation by a majority of the votes cast at the
meeting. As a result, on May 25, 2017, the Company filed Articles
of Amendment to Second Amended and Restated Articles of
Incorporation (the Articles of Amendment) with the Nebraska
Secretary of State, to which the Companys Second Amended and
Restated Articles of Incorporation (the Articles of Incorporation)
were amended to insert a new Section 5.5 under Article V thereof
which classifies the Companys Board of Directors (the Board) into
three classes, with the directors in each class serving staggered
three-year terms of office, and make related revisions to Sections
5.3 and 5.4 of Article V with respect to the filling of vacancies
and removal of directors (with such amendment to the Articles of
Incorporation referred to herein as the Classified Board
Amendment).
The Classified Board Amendment classifies the Board into three
separate classes designated as Class I, Class II, and Class III,
with each class comprised of one-third of the total number of
directors, and with the classes to rotate for election each year
such that the directors in one class will be subject to election
each year to serve three-year terms that are staggered among the
classes. Beginning with the election of directors to be held at the
2018 annual meeting of shareholders and each year thereafter, the
class of directors to be elected in such year will be elected for a
three-year term, and at each successive annual meeting, the class
of directors to be elected in such year will be elected for a
three-year term, so that the term of office of one class of
directors shall expire in each year. The Classified Board Amendment
also provides that a director elected by the Board to fill a
vacancy will hold office until the next election of the class for
which such director has been chosen, subject to election and
qualification of a successor and to such directors earlier death,
resignation, or removal.
separate classes designated as Class I, Class II, and Class III,
with each class comprised of one-third of the total number of
directors, and with the classes to rotate for election each year
such that the directors in one class will be subject to election
each year to serve three-year terms that are staggered among the
classes. Beginning with the election of directors to be held at the
2018 annual meeting of shareholders and each year thereafter, the
class of directors to be elected in such year will be elected for a
three-year term, and at each successive annual meeting, the class
of directors to be elected in such year will be elected for a
three-year term, so that the term of office of one class of
directors shall expire in each year. The Classified Board Amendment
also provides that a director elected by the Board to fill a
vacancy will hold office until the next election of the class for
which such director has been chosen, subject to election and
qualification of a successor and to such directors earlier death,
resignation, or removal.
On May 25, 2017, the Board approved, effective immediately,
amendments to and a restatement of the Companys Seventh Amended and
Restated Bylaws (the Bylaws). The amendments to the Bylaws (the
Bylaw Amendments) were to (i) revise the provisions of Article II,
Sections 2 through 4 thereof, for the election and terms of
directors, the filling of vacancies, and the removal of directors
to conform to the corresponding provisions contained in the
Classified Board Amendment to the Articles of Incorporation
described above; and (ii) update prior references to the Nebraska
Business Corporation Act to reflect the new Nebraska Model Business
Corporation Act effective January 1, 2017 and make other technical
non-substantive wording changes. The previous provisions of Article
II, Sections 2 through 4, reflected the prior framework for the
annual election of the entire Board whereby each director would
serve for a one-year term.
amendments to and a restatement of the Companys Seventh Amended and
Restated Bylaws (the Bylaws). The amendments to the Bylaws (the
Bylaw Amendments) were to (i) revise the provisions of Article II,
Sections 2 through 4 thereof, for the election and terms of
directors, the filling of vacancies, and the removal of directors
to conform to the corresponding provisions contained in the
Classified Board Amendment to the Articles of Incorporation
described above; and (ii) update prior references to the Nebraska
Business Corporation Act to reflect the new Nebraska Model Business
Corporation Act effective January 1, 2017 and make other technical
non-substantive wording changes. The previous provisions of Article
II, Sections 2 through 4, reflected the prior framework for the
annual election of the entire Board whereby each director would
serve for a one-year term.
The above descriptions of the Classified Board Amendment and the
Bylaw Amendments are qualified in their entirety by reference to
the complete text of the Articles of Amendment and the amended
provisions contained in the Eighth 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.
Bylaw Amendments are qualified in their entirety by reference to
the complete text of the Articles of Amendment and the amended
provisions contained in the Eighth 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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2017 annual shareholders’ meeting on May 25,
2017. At the meeting, the following proposals were submitted to a
vote of our shareholders, with the voting results indicated below:
2017. 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 nine directors to hold office, for the terms
discussed below under Proposal 5 resulting from our shareholders
approval of Proposal 5 for an amendment to the Company’s Articles
of Incorporation to classify the Board into three classes, with the
directors in each class serving staggered three-year terms of
office as further described under Item 5.03 of this report, and
until their successors have been duly elected or appointed.
the following nine directors to hold office, for the terms
discussed below under Proposal 5 resulting from our shareholders
approval of Proposal 5 for an amendment to the Company’s Articles
of Incorporation to classify the Board into three classes, with the
directors in each class serving staggered three-year terms of
office as further described under Item 5.03 of this report, and
until their successors have been duly elected or appointed.
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For
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Against
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Abstain
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Broker Non-Votes
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Michael S. Dunlap
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140,402,115
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489,962
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1,989
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1,896,786
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Stephen F. Butterfield
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132,067,434
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8,821,957
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4,675
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1,896,786
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James P. Abel
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140,473,837
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412,567
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7,662
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1,896,786
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William R. Cintani
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138,913,145
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1,972,771
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8,150
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1,896,786
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Kathleen A. Farrell
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140,621,201
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268,429
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4,436
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1,896,786
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David S. Graff
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139,054,843
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1,830,537
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8,686
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1,896,786
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Thomas E. Henning
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140,440,430
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446,272
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7,364
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1,896,786
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Kimberly K. Rath
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134,220,633
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6,668,861
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4,572
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1,896,786
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Michael D. Reardon
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140,384,609
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500,310
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9,147
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1,896,786
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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
December 31, 2017.
shareholders ratified the appointment of KPMG LLP as our
independent registered public accounting firm for the year ending
December 31, 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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|||
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142,522,903
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251,341
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16,608
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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.
shareholders approved, by an advisory vote, the compensation of our
named executive officers as disclosed in the proxy statement for
the annual meeting.
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For
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Against
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Abstain
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Broker Non-Votes
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||||
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140,840,602
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19,597
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33,867
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1,896,786
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Proposal 4: Advisory vote on the frequency of future advisory votes
on executive compensation. Our shareholders approved, by an
advisory vote, an annual advisory vote on the compensation of our
named executive officers (as opposed to an advisory vote every two
years or every three years).
on executive compensation. Our shareholders approved, by an
advisory vote, an annual advisory vote on the compensation of our
named executive officers (as opposed to an advisory vote every two
years or every three years).
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1 Year
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2 Year
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3 Year
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Abstain
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137,375,777
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11,183
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3,505,687
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1,419
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Based on these results and consistent with the Board’s previous
recommendation to the Company’s shareholders in connection with
such vote, on May 25, 2017, following our annual meeting of
shareholders, our Board determined that, until the next shareholder
advisory vote on the frequency of holding shareholder advisory
votes on executive compensation, the Company will include a
shareholder advisory vote on the compensation of executives in its
proxy materials every year. Under the Securities Exchange Act of
1934, the Company must hold an advisory vote on the frequency of
holding advisory votes on the compensation of its executives at
least once every six years.
recommendation to the Company’s shareholders in connection with
such vote, on May 25, 2017, following our annual meeting of
shareholders, our Board determined that, until the next shareholder
advisory vote on the frequency of holding shareholder advisory
votes on executive compensation, the Company will include a
shareholder advisory vote on the compensation of executives in its
proxy materials every year. Under the Securities Exchange Act of
1934, the Company must hold an advisory vote on the frequency of
holding advisory votes on the compensation of its executives at
least once every six years.
Proposal 5: Approval of amendment to the Company’s articles of
incorporation.>>Our shareholders approved an amendment to the
Company’s Articles of Incorporation to classify the Board into
three classes, with the directors in each class serving staggered
three-year terms of office.
incorporation.>>Our shareholders approved an amendment to the
Company’s Articles of Incorporation to classify the Board into
three classes, with the directors in each class serving staggered
three-year terms of office.
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For
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Against
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Abstain
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Broker Non-Votes
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||||
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126,326,058
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14,509,736
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58,272
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1,896,786
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As a result of our shareholders approval of the amendment, which
amendment is further described under Item 5.03 of this report, the
filing of such amendment with the Nebraska Secretary of State, and
the shareholders election of
amendment is further described under Item 5.03 of this report, the
filing of such amendment with the Nebraska Secretary of State, and
the shareholders election of
directors as described under Proposal 1 above, Michael S. Dunlap,
Stephen F. Butterfield, and Michael D. Reardon have been assigned
to Class I to serve an initial term of one year until the 2018
annual meeting of shareholders, James P. Abel, William R. Cintani,
and Kimberly K. Rath have been assigned to Class II to serve an
initial term of two years until the 2019 annual meeting of
shareholders, and Kathleen A. Farrell, David S. Graff, and Thomas
E. Henning have been assigned to Class III to serve an initial term
of three years until the 2020 annual meeting of shareholders.
Beginning with the election of directors to be held at the 2018
annual meeting of shareholders and each year thereafter, the class
of directors to be elected in such year will be elected for a
three-year term, and at each successive annual meeting, the class
of directors to be elected in such year will be elected for a
three-year term, so that the term of office of one class of
directors shall expire in each year.
Stephen F. Butterfield, and Michael D. Reardon have been assigned
to Class I to serve an initial term of one year until the 2018
annual meeting of shareholders, James P. Abel, William R. Cintani,
and Kimberly K. Rath have been assigned to Class II to serve an
initial term of two years until the 2019 annual meeting of
shareholders, and Kathleen A. Farrell, David S. Graff, and Thomas
E. Henning have been assigned to Class III to serve an initial term
of three years until the 2020 annual meeting of shareholders.
Beginning with the election of directors to be held at the 2018
annual meeting of shareholders and each year thereafter, the class
of directors to be elected in such year will be elected for a
three-year term, and at each successive annual meeting, the class
of directors to be elected in such year will be elected for a
three-year term, so that the term of office of one class of
directors shall expire in each year.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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3.1
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Articles of Amendment to Second Amended and Restated
Articles of Incorporation of Nelnet, Inc. |
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3.2
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Eighth Amended and Restated Bylaws of Nelnet, Inc., as
amended as of May 25, 2017 |
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. NELNET, INC. (NYSE:NNI) Recent Trading Information
NELNET, INC. (NYSE:NNI) closed its last trading session down -0.37 at 39.20 with 87,447 shares trading hands.