Owens Corning (NYSE:OC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Owens Corning (NYSE:OC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Owens Corning (NYSE:OC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

On June 19, 2019, the Board of Directors of Owens Corning (the “Company”) adopted, effective immediately, the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”). The Bylaws include amendments providing enhanced advance notice disclosure requirements for shareholder proposals of business or director nominations for an annual meeting of shareholders. The amendments, which are designed to foster greater transparency and a more orderly shareholder meeting process, among other things: (1) expand the information that shareholder proponents and others (each a “Proposing Person”) must disclose to the Company to include (i) the Proposing Person’s direct and indirect ownership interests, derivative interests, dividend and voting rights, and other rights or interests connected to the Company’s stock; (ii) the Proposing Person’s involvement in material litigation, relationships or contracts involving the Company; (iii) the same information about a director nominee that would be required if the director nominee were submitting a proposal; (iv) except in the case of director nominations, the reasons why the proposed business is in the best interest of the Company and its shareholders and the text of the proposal, business and associated resolutions; and (v) updates and supplements of required disclosures, if necessary, as of the record date for the applicable meeting and as of the date ten days prior to the applicable meeting; and (2) clarify that the shareholder must appear at the applicable meeting to present its nomination or proposed business to avoid the nomination or proposed business being disregarded. In addition, the Bylaws make certain procedural, clarifying and conforming changes.

The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to a marked copy of the full text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Exhibits.

3.1    Second Amended and Restated Bylaws of the Company, marked to show amendments effective June 19, 2019


Owens Corning Exhibit
EX-3.1 2 d768179dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF OWENS CORNING APRIL 21JUNE 19,…
To view the full exhibit click here

About Owens Corning (NYSE:OC)

Owens Corning is a holding company, which is engaged in the business of composite and building materials systems. The Company’s products range from glass fiber used to reinforce composite materials for transportation, electronics, marine, infrastructure, wind-energy and other markets to insulation and roofing for residential, commercial and industrial applications. The Company operates in three segments, namely, Composites, Insulation and Roofing. Its Composites segment consists of its Reinforcements and Downstream businesses. The Company’s Insulation products include thermal and acoustical batts, loosefill insulation, foam sheathing and accessories, and are sold under various brand names, such as Owens Corning PINK FIBERGLAS Insulation. The Company’s primary products in the Roofing segment are laminate and strip asphalt roofing shingles. It sells shingles and roofing accessories primarily through home centers, lumberyards, retailers, distributors and contractors in the United States.