ALPHA PRO TECH, LTD. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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• Article II, Section 2.01 (Meetings of the Stockholders - Place of Meetings).
This section explicitly authorizes holding any meeting of stockholders by
means of remote communication, as permitted under the General Corporation Law
of the State of Delaware (the "DGCL").
• Article II, Section 2.04 (Meetings of the Stockholders - Adjournments). This
section reflects updated Section 222(c) of the DGCL, which expands the
circumstances under which an adjourned meeting can be reconvened without the
Company having to send out a new meeting notice.
• Article II, Section 2.05 (Meetings of the Stockholders - Notice of Meetings).
This section clarifies that only notice of a special meeting must state the
purposes of the meeting and provides that notice may be given by electronic
transmission in accordance with applicable law.
• Article II, Section 2.06 (Meetings of the Stockholders - List of
Stockholders). This section has been revised to reflect updated Section 219(a)
of the DGCL, which no longer requires the Company to make the stockholder list
available for inspection during the stockholders' meeting.
• Article II, Section 2.08 (Meetings of the Stockholders - Organization). This
section has been revised to clarify that either the chair of a
stockholders' meeting or the Board may adopt procedural rules and regulations
for such meetings. This section also adds that the chair may take all actions
appropriate for the proper conduct of a meeting.
• Article II, Section 2.09 (Meetings of the Stockholders - Voting; Proxies).
This section has been revised to reflect updated Section 116 of the DGCL,
which includes a safe harbor for the execution and delivery by electronic
transmission of documents relating to a stockholder's authorization of another
person to act for the stockholder by proxy.
• Article II, Section 2.11 (Meetings of the Stockholders - Fixing the Record
Date). This section has been revised to accurately reflect Section 213 of the
DGCL.
• Article II, Section 2.12 (Meetings of the Stockholders - Advance Notice of
Stockholder Nominations and Proposals ). This section adds an advance notice
provision that requires a stockholder to give adequate notice to the Company
of any nominations of persons for the election of directors and other business
to be brought by such stockholder before stockholders' meetings. In order to
properly bring business (including director nominations), a stockholder must
give the Company written notice between 120 and 90 days before the anniversary
of the prior year's annual meeting. The notice period adjusts to the extent
the date of the annual meeting changes in any significant way. The advance
notice provision also sets forth certain informational requirements for a
stockholder to make director nominations and propose other business, as well
as providing for certain procedural mechanics in connection with such
nominations and proposals for other business. Additionally, a stockholder
delivering a nomination notice pursuant to the advance notice provision must
fully comply with Rule 14a-19 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and, upon request, must deliver to the
Company, no later than five (5) business days prior to the meeting, reasonable
evidence that the stockholder has satisfied Rule 14a-19(a)(3) under the
Exchange Act. The procedural requirements of Section 2.12 do not affect the
rights of stockholders to present a proposal at a stockholders' meeting in
compliance with Rule 14a-8 under the Exchange Act and request inclusion of
such proposal in the Company's proxy statement.
• Article III, Section 3.02 (Board of Directors - Number; Term of Office;
Qualifications). This section clarifies that only the Board can fix the total
number of directors, and that such Board action must be approved by a majority
of the total number of directors then in office.
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• Article III, Section 3.14 (Board of Directors - Quorum of Directors). This
section has been revised to provide that a majority of the total number of
directors then in office constitutes a quorum.
• Article III, Section 3.17 (Board of Directors - Chair of the Board). This
section has been revised to provide that the Board may annually elect a
director to serve as the Chair of the Board. This section was moved from the
Article entitled "Officers" to the Article entitled "Board of Directors" in
order to reflect that the Chair is not necessarily an executive position.
• Article III, Section 3.18 (Board of Directors - Committees of the Board of
Directors). This section has been revised to reflect that the Board has
elected for the Company to be governed by Section 141(c)(2) of the DGCL. This
section also clarifies that a majority of the members of a committee shall
constitute a quorum and the vote of a majority of the members present at a
meeting at which there is a quorum shall be the act of the committee.
• Article IV (Officers), Sections 4.01, 4.03 through 4.08. These sections
reflect the Company's current leadership structure and set forth each
officer's duties and authority in greater detail.
• Article IV, Section 4.02 (Officers - Term). This section provides that each
officer holds office until such officer's successor is elected and qualified
or until his or her earlier death, resignation or removal instead of annual
terms, and clarifies that an officer can resign by providing notice.
• Article VI, Section 6.04 (General Provisions - Conflict with Applicable Law or
Certificate of Incorporation). This section has been added to clarify that
where the Bylaws conflict with any applicable law or the Certificate of
Incorporation, the conflict is to be resolved in favor of such law or the
Certificate of Incorporation.
• Article VI, Section 6.05 (General Provisions - Books and Records). This
section has been added to update the electronic storage requirements for all
of the Company's books and records in accordance with Section 224 of the DCGL.
• Article VI, Section 6.06 (General Provisions - Forum for Adjudication of
Disputes). This section provides that the Delaware Court of Chancery shall be
the exclusive forum for certain claims, including breach of a fiduciary duty
claims and actions asserting a claim under the DGCL, and that the federal
district courts shall be the exclusive forum for claims under the Securities
Act of 1933, as amended.
In addition, certain non-substantive language and conforming changes and other technical edits and updates were made to the Bylaws. The foregoing summary of the changes effectuated by the amendment and restatement of the 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 included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits ExhibitNumber Exhibit 3.1 Amended and Restated Bylaws ofAlpha Pro Tech, Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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