Dayforce, Inc. (DAY, Financial) has announced significant amendments to its Fourth Amended and Restated Bylaws, as approved by the Board of Directors on October 29, 2024. These changes aim to refine corporate governance and streamline procedural operations within the company.
The updated Bylaws introduce several key modifications:
Advance Notice Provisions: The amendments adjust the notice window for stockholders to propose business or nominate directors at annual meetings. The new timeframe is set between 90 and 120 days before the anniversary of the previous year's meeting. Additionally, the disclosure requirements for proposing stockholders, director nominees, and business proposals have been refined. The Board now has clarified authority to determine the propriety of business proposals or director nominations brought before meetings. Furthermore, the amendments address the new universal proxy rules by stipulating that no person may solicit proxies for director nominees other than those nominated by the Board, unless compliant with Rule 14a-19 under the Securities Exchange Act of 1934.
Forum Selection Provision: The Bylaws now specify that the Delaware Court of Chancery will be the exclusive forum for certain legal actions, including derivative actions and claims of fiduciary duty breaches. Additionally, U.S. federal district courts are designated as the exclusive forum for resolving complaints under the Securities Act of 1933.
Resignation Procedures: The amendments align the resignation procedures for officers with those already in place for directors, ensuring consistency across the company's governance framework.
Stockholders List Access: The Bylaws now include provisions for electronic lists as an additional method to provide stockholders entitled to vote at meetings with access to the stockholders list.
These amendments also incorporate various technical, conforming, modernizing, and clarifying changes to enhance the overall governance structure of Dayforce, Inc. The full text of the amended Bylaws is available for review.
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