THE ULTIMATE SOFTWARE GROUP, INC. (NASDAQ:ULTI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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THE ULTIMATE SOFTWARE GROUP, INC. (NASDAQ:ULTI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On April 3, 2017, the Board of Directors of The Ultimate Software
Group, Inc. (the Corporation) approved the amendment and
restatement of the Corporations amended and restated By-laws (as
so amended, the Amended and Restated By-laws), effective
immediately, to implement proxy access.
The amendments permit a stockholder or group of up to twenty (20)
stockholders owning three percent (3%) or more of the
Corporations voting stock continuously for at least three (3)
years to nominate and include in the Corporations proxy materials
for an annual meeting of stockholders director candidates
constituting up to the greater of two directors or 20% of the
Board of Directors; provided that the stockholder (or group) and
each nominee satisfy the eligibility, procedural and disclosure
requirements for proxy access as specified in the Amended and
Restated By-laws, including that the Corporation receives notice
of such nominations between 120 and 150 days prior to the
anniversary date of the previous years annual proxy materials
mailing. The foregoing description is qualified in its entirety
by reference to the full and complete text of the Corporations
Amended and Restated By-laws, which are attached hereto and
incorporated by reference herein as Exhibit 3.2 to this report.
Item 8.01 Other Events.
On April 3, 2017, the Board of Directors of the Corporation,
approved a Board Diversity Policy to promote diversity and the
benefits that diversity can bring to the Board of Directors.
A copy of the Board Diversity Policy is available on the
Corporations website at: www.ultimatesoftware.com
This information is being furnished to Item 8.01 of Form 8-K and
shall not be deemed filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the Exchange
Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number
Description
3.2
Amended and Restated By-laws of The Ultimate Software
Group, Inc.


About THE ULTIMATE SOFTWARE GROUP, INC. (NASDAQ:ULTI)

The Ultimate Software Group, Inc. (Ultimate) is a cloud provider of people management solutions, referred to as human capital management (HCM). The Company’s UltiPro product suite (UltiPro) is an engaging solution that has human resources (HR), payroll and benefits management, and includes global people management, available in over 10 languages with approximately 40 country-specific localizations. The solution is delivered primarily through software-as-a-service (SaaS) to organizations based in the United States and Canada, including those with global workforces. The UltiPro solution includes feature sets for talent acquisition and onboarding, HR management and compliance, benefits management and online enrollment, payroll, performance management, compensation management with salary planning, budgeting, and development of incentive plans, succession management, reporting and analytical decision-making and predictive tools, and time and attendance.

THE ULTIMATE SOFTWARE GROUP, INC. (NASDAQ:ULTI) Recent Trading Information

THE ULTIMATE SOFTWARE GROUP, INC. (NASDAQ:ULTI) closed its last trading session up +0.16 at 195.37 with 301,266 shares trading hands.