OWENS-ILLINOIS,INC. (NYSE:OI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
Effective July12, 2017, the Board of Directors (the “Board”) of Owens-Illinois,Inc. (the “Company”) approved and adopted the Fourth Amended and Restated By-Laws of the Company (the “By-Laws”), amending certain provisions of the Company’s existing by-laws. The By-laws include the following amendments:
ArticleII, Section1 of the By-Laws clarifies that the Company may postpone, reschedule or cancel any stockholders’ meeting.
ArticleII, Section14 of the By-Laws addresses the conduct of stockholder meetings and provides that the Board may adopt rulesand regulations for the conduct of stockholders’ meetings.
ArticleIII, Sections 1 and 2 of the By-Laws add an advance notice provision for proposing business to be considered by the stockholders at an annual meeting of stockholders and nominating persons for election to the Board at an annual meeting of stockholders, or at a special meeting if the election of directors is included as business to be brought before the special meeting in the notice of meeting.
ArticleIII, Section3 adds requirements for the valid nomination of a candidate for director, whether by a stockholder or the board, including that such candidate provide (i)certain background information and (ii)representations regarding disclosure of voting or compensation arrangements and compliance with the Company’s policies and guidelines.
ArticleIV, Section6 of the By-Laws revises the number of directors required to call a special Board meeting to a majority of directors then in office.
ArticleVII, Section9 of the By-Laws adds a forum selection provision, which provides that, unless the Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for the following actions: (i)any derivative action or proceeding brought by or on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii)any action arising to any provision of the DGCL or the Company’s certificate of incorporation or by-laws (as either may be amended from time to time); and (iv)any action asserting a claim against the Company governed by the internal affairs doctrine. ArticleVII, Section9 of the By-Laws also provides that if any action within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i)the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii)having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
The By-Laws also include certain technical, conforming, modernizing and clarifying changes.
The foregoing description of the amendments is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit3.1 to this Current Report on Form8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
Owens-Illinois,Inc. Fourth Amended and Restated By-Laws |