Owens Corning
08/27/2024 | Press release | Distributed by Public on 08/27/2024 14:07
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 August 26, 2024, the Board of Directors (the "Board") of Owens Corning (the "Company"), acting upon the recommendation of the Governance and Nominating Committee of the Board following consideration of recent Delaware court decisions, including the Delaware Supreme Court's decision in Kellner v. AIM Immunotech Inc., adopted, effective immediately, amendments to the Company's Fourth Amended and Restated Bylaws (as amended, the "Amended Bylaws"). The Amended Bylaws modify the Company's advance notice provisions regarding the beneficial ownership information, primarily with respect to derivative interests, that the Proposing Persons (as defined in the Amended Bylaws) are required to provide in their notice for nominations or other business to be properly brought before certain stockholder meetings.
The foregoing general description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.