Knowles Corporation
10/31/2024 | Press release | Distributed by Public on 10/31/2024 12:44
Amendments to Bylaws Form 8 K
| Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
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On October 29, 2024, in connection with a periodic review of the by-laws of Knowles Corporation (the "Company"), the Company's board of directors (the "Board") unanimously adopted the Fifth Amended and Restated By-Laws of the Company (the by-laws, as so amended and restated, the"Amended and Restated By-Laws"), effective immediately. The Amended and Restated By-Laws, among other things:
•Clarify that a special meeting of stockholders may be called by either the Chairperson of the Board or at the request of a majority of the Board;
•Revise the procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to define certain terms and to clarify or limit the scope of disclosures required regarding proposing stockholders, proposed nominees, and other related persons;
•Require that, to be eligible for election or appointment as a director, any candidate make himself or herself available to be interviewed by the Board or any Board committee within 10 days following the date of any reasonable request therefor from the Board or any Board committee;
•Include a severability provision; and
•Make various other updates, including ministerial and conforming changes.
The foregoing summary of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
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