Solventum Corporation
09/26/2024 | Press release | Distributed by Public on 09/26/2024 15:28
Amendments to Bylaws Form 8 K
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 20, 2024, the Board of Directors (the "Board") of Solventum Corporation ("Solventum") approved amended and restated Bylaws of Solventum (the "Bylaws"), which were effective as of such date. The Bylaws include the following amendments:
Article II, Sections 2.9 and 2.11 of the Bylaws have been amended to update the advance notice and related procedural and disclosure requirements by which a stockholder may propose business in connection with an annual meeting of stockholders, including (i) eliminating the requirements that a nominating stockholder provide information with respect to "any principal competitor" of Solventum and the background of any other person or entity on whose behalf a nomination is being made, and (ii) clarifying that the type of "support" of other stockholders to be disclosed is financial support.
Article II, Section 2.12 of the Bylaws has been amended to remove subsection (D), which required that nominees to the Board tender irrevocable resignations that would become effective upon certain determinations by the Board.
Article VI, Section 6.1 of the Bylaws has been amended to include Solventum directors, officers, and employees as eligible for indemnification, which aligns the Bylaws with the indemnification provision of Solventum's Amended and Restated Certificate of Incorporation.
In addition, the Board approved certain other administrative changes, including technical and conforming revisions and clarifications. The description set forth under this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated on September 20, 2024, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.