Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective
Article II, Section 3 was deleted in its entirety and replaced with the following:
Place of Meetings. The board of directors may designate any place, either within
or without the
Article II, Section 4 was deleted in its entirety and replaced with the following:
Notice. Whenever stockholders are required or permitted to take action at a
meeting, written, printed or electronic notice stating the place or means of
remote communication, date, time, and, in the case of special meetings, the
purpose or purposes, of such meeting, shall be given to each stockholder
entitled to vote at such meeting not less than 10 nor more than 60 days before
the date of the meeting. All such notices shall be delivered, either personally,
by mail or by electronic transmission, by or at the direction of the board of
directors, the president or the secretary, and (i) if mailed, such notice shall
be deemed to be delivered when deposited in
Article II, Section 5 was deleted in its entirety and replaced with the following:
Stockholders List. The Corporation shall prepare, no later than the tenth day before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of 10 days ending on the day before the meeting date, either (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.
Article II, Section 7 was deleted in its entirety and replaced with the following:
Adjourned Meetings. When a meeting is adjourned to another time and place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time and place or means of remote communications thereof are announced at the meeting at which the adjournment is taken, or are provided in any other
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manner permitted by the General Corporation Law of the
Article II, Section 10 was deleted in its entirety and replaced with the following:
Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express a consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the board of directors.
Article II, Section 12(a)(i) was deleted in its entirety and replaced with the following:
Nominations by a stockholder of candidates for election to the board of
directors by stockholders at a meeting of stockholders or upon written consent
without a meeting may be made only if (1) the stockholder complies with the
procedures set forth in this Section 12(a) and (2) the stockholder complies in
all respects with the requirements of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") including, without
limitation, the requirements of Rule 14a-19 (as such rule and regulations may be
amended from time to time by the
Article II, Section 12(a)(vii) was deleted in its entirety and replaced with the following:
Notwithstanding the foregoing provisions of this Section 12(a), unless otherwise required by law, no Nominating Stockholder shall solicit proxies in support of director nominees other than the Company's nominees unless such Nominating Stockholder has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies in all respects, including but not limited to the minimum solicitation and notice requirements. If any Nominating Stockholder (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rules 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the Nominating Stockholder's candidates. Upon request by the Company, if a Nominating Stockholder provides notice pursuant to Rule14a-19(b) promulgated under the Exchange Act, such Nominating Stockholder shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) and 14a-19(b) and the Company will determine whether such Nominating Stockholder complied in all respects.
Article III, Section 6 was deleted in its entirety and replaced with the following:
Other Meetings and Notices. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 24 hours notice to each director, either personally, by telephone, by mail or by electronic mail.
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Article III, Section 13 was deleted in its entirety and replaced with the following:
Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the board or committee.
A copy of the amended and restated bylaws as of
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit 3.1 Amended and Restated Bylaws ofBelden Inc. as ofNovember 30, 2022
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