Item 2.02. Results of Operations and Financial Condition.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.
On
•enhance the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and business proposals made in connection with annual meetings of shareholders by, among other things: •requiring a shareholder delivering a nomination notice to comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and •providing that, unless otherwise required by law, if a shareholder provides notice under Rule 14a-19 and subsequently fails to comply with the requirements of Rule 14a-19 or fails to provide reasonable evidence sufficient to satisfy BancShares that the requirements of Rule 14a-19 have been met, then BancShares shall disregard any proxies or votes solicited for any nominee proposed by such shareholder. •clarify that meetings of shareholders and meetings of the Board may be held by means of remote communication in addition to, or instead of, a physical meeting. •eliminate the requirement that directors own at least 100 shares of BancShares' Class A common stock. •make various other updates, including technical, ministerial and conforming changes related to recent amendments to the Delaware General Corporation Law.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Item 7.01. Regulation FD Disclosure.
As previously announced, BancShares will host a conference call at
Item 8.01. Other Events.
On
In accordance with General Instruction B.2 of Form 8-K, the information presented herein pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure," including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall the information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits accompany this Report.
Exhibit No. Description 99.1 Press Release datedJanuary 26, 2023 99.2 Investor Presentation datedJanuary 26, 2023 3.1 Amended and Restated Bylaws datedJanuary 24, 2023 (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Disclosures About Forward-Looking Statements
This Report may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares. Words such as "anticipates," "believes," "estimates," "expects," "predicts," "forecasts," "intends," "plans," "projects," "targets," "designed," "could," "may," "should," "will," "potential," "continue," "aims" or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares' current expectations and assumptions regarding BancShares' business, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences,
they are subject to inherent risks, uncertainties, changes in circumstances and
other factors that are difficult to predict. Many possible events or factors
could affect BancShares' future financial results and performance and could
cause the actual results, performance or achievements of BancShares to differ
materially from any anticipated results expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others,
general competitive, economic, political, geopolitical events (including the
military conflict between
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