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Frontier Group Holdings Inc.

07/25/2024 | Press release | Distributed by Public on 07/25/2024 14:19

Certificate of Incorporation/Bylaws Form 8 K

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 24, 2024, the Board of Directors (the "Board") of Frontier Group Holdings, Inc. (the "Company") approved and adopted an amendment and restatement of Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"), effective as of such date. Among other matters, the amendments effected by the Amended and Restated Bylaws: (i) make certain changes to reflect the Company's loss of controlled company status, including by clarifying procedures for calling special meetings, eliminating stockholder action by written consent without a meeting, eliminating stockholders' ability to remove directors without cause, and clarifying voting thresholds to amend the Amended and Restated Bylaws; (ii) revise disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including eliminating certain disclosures for proposing and nominating stockholders, such as certain information regarding persons related to such stockholders and relationships or interests with competitors of the Company; (iii) remove the disclosure requirement pertaining to individuals acting in concert with a proposing stockholder; (iv) clarify procedural requirements for stockholder proxy solicitations; (v) clarify certain provisions regarding the provision of timely notice for stockholder nominations; (vi) clarify certain provisions regarding the determination of whether business or nominations are properly brought before a stockholder meeting; and (vii) make other administrative, modernizing, clarifying, and conforming changes.
The foregoing description is a summary and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.