Verint Systems Inc.
11/25/2024 | Press release | Distributed by Public on 11/25/2024 16:16
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 22, 2024, the Board of Directors (the "Board") of Verint Systems Inc. (the "Company"), acting upon the recommendation of the Corporate Governance & Nominating Committee of the Board following consideration of recent Delaware court decisions, adopted, effective immediately, amendments to the Company's Amended and Restated By-laws (as amended, the "Amended By-laws"). The Amended By-laws update, narrow or remove certain procedures and disclosure requirements related to the advance notice provisions applicable to stockholder-submitted nominations and other business proposals at meetings of stockholders. The amendments include, among other things, (i) modifications to the beneficial ownership information required to be included in the notice required by the Amended By-laws, primarily with respect to derivative interests, (ii) modifications to the requirements to provide disclosures regarding persons acting in concert with the stockholder submitting the notice; and (iii) removal of the requirement that a stockholder's notice disclose any performance-related fees based on any increase or decrease in the value of the shares or derivative instruments of the Company to which a stockholder is entitled.
The foregoing general description of the Amended By-laws is qualified in its entirety by reference to the full text of the Amended By-laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.