Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 18, 2020, the Board of Directors of AECOM (the "Company") adopted
amendments to the Company's Amended and Restated Bylaws (as further amended and
restated, the "Bylaws") to insert "Section 6.10. Forum Selection" (the
"Amendment").
The Amendment generally provides that, unless the Company consents in writing to
the selection of an alternative forum, (i) the Court of Chancery of the State of
Delaware shall, to the fullest extent permitted by law, be the sole and
exclusive forum for (a) any derivative action, suit or proceeding brought on
behalf of the Company, (b) certain fiduciary duty claims, (c) any action, suit
or proceeding arising pursuant to any provision of the Delaware General
Corporation Law or the Company's Certificate of Incorporation or Bylaws or (d)
any action, suit or proceeding asserting a claim against the Company governed by
the internal affairs doctrine, and (ii) subject to the foregoing, the federal
district courts of the United States of America shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended. Notwithstanding the foregoing, the
provisions of the Amendment are not to apply to suits brought to enforce any
liability or duty created by the Securities Exchange Act of 1934, as amended, or
any other claim for which the federal courts of the United States have exclusive
jurisdiction.
The Amendment provides that any stockholder filing an action in a court other
than the courts in the State of Delaware and within the scope of clause (i) of
the preceding paragraph shall have consented to the personal jurisdiction of
state and federal courts in the State of Delaware and to certain service of
process procedures. The Amendment also provides that any person or entity
purchasing or otherwise acquiring any interest in any security of the Company
shall be deemed to have notice of and consented to the provisions of the
Amendment.
The foregoing description of the Amendment and Bylaws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.2 Second Amended and Restated Bylaws of AECOM
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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