CHARLES SCHWAB Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
• provide greater flexibility for the Board to cancel, postpone or
reschedule any meeting of stockholders, as permitted under the General
Corporation Law of the State of Delaware (the "DGCL");
• include conforming changes in response to various amendments to the DGCL,
including (i) clarifying adjournment procedures in accordance with
Section 232 of the DGCL and providing that, when a meeting is adjourned,
including due to a technical failure to convene or continue the meeting
by remote communication, notice need not be given if the time and place
of the meeting are provided in any manner permitted by the DGCL;
(ii) clarifying procedures for voting by proxy; (iii) aligning treatment
of shares held by CSC or any subsidiary for voting and quorum purposes
with Section 160 of the DGCL; (iv) clarifying procedures for voting by
proxy; (v) eliminating the requirement that a list of stockholders be
made available during a stockholders' meeting to align with Section 219
of the DGCL; (vi) opting into Section 141(c)(2) of the DGCL with respect
to authority of Board committees and providing for minimum number of
directors for purposes of committee quorums; and (vii) updating
certificate- and indemnification-related provisions to closer conform to
the DGCL;
• require that a stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white, which is
reserved for the exclusive use by the Board;
• include certain requirements for all Board nominees and directors in a
new Section 2.12, including (i) consent to serve for the full term and
being named as a nominee in a proxy statement and form of proxy for the
applicable meeting; (ii) certain representations regarding certain
compensation and voting arrangements, agreement to comply with all CSC
governance polices and guidelines applicable to directors, as well as
agreement to provide all fully completed and signed questionnaires (as
defined in the Bylaws) within the time frames included in the Bylaws; and
(iii) agreement to confirm accuracy of any information submitted if
requested;
• add a new Section 2.13 regarding conduct of stockholder meetings, which
enumerates, among other things, powers of the Board and chairman of a
stockholders' meeting to prescribe rules and regulations for the conduct
of any meeting of the stockholders, including ability to disregard
nominations or other proposals of business that do not comply with
requirements set forth in the Bylaws;
• provide that certain CSC officers may vote (or authorize another person
by proxy to vote) any shares or securities of another corporation or
other entity owned by CSC; and
• incorporate other conforming and clarifying changes (including to officer
provisions to better align titles with CSC's practices), and reflect
other changes in law.
The foregoing description is qualified by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws ofThe Charles Schwab Corporation , effectiveJanuary 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source
