Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 14, 2021, the Board of Directors of Fulton Financial Corporation
("Fulton") adopted an amendment to Fulton's Bylaws, which is effective May 14,
2021 and summarized below:
Article I (Shareholder Meetings) Change:
• Section 4 (Notice of Meetings) - Amended to increase the required minimum
notice to shareholders of all meetings of shareholders from at least five
(5) days to at least ten (10) days prior to the day of such meeting.
This amendment revises Fulton's Bylaws to conform to the notice of meetings of
shareholders that was in effect prior to the Bylaws amendment effective May 19,
2020 and reported on a Current Report dated May 21, 2020. Prior to the May 2020
Bylaws amendment, Fulton's Bylaws provided for a minimum of ten (10) days' prior
notice to shareholders of all meetings of shareholders. The May 2020 Bylaws
amendment reduced the required prior notice to shareholders of all meetings of
shareholders from ten (10) days to five (5) days, except for meetings of
shareholders that consider entity changes or fundamental transactions, which
require ten (10) days' prior notice to shareholders under the Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"). The May 2020 Bylaws
amendment was adopted to conform to Section 1704 of the BCL relating to the
place and notice of meetings of shareholders.
Fulton was recently advised by a proxy advisory firm that the firm viewed the
May 2020 Bylaws amendment reducing the advance notice to shareholders of
meetings of shareholders from ten (10) days to five (5) days, in certain limited
circumstances, as possibly being detrimental to shareholders. In light of the
view expressed by this proxy advisory firm, Fulton is amending its Bylaws to
revert to the minimum of ten (10) days' prior notice to shareholders of all
meetings of shareholders, which was in effect prior to the May 2020 Bylaws
amendment.
The foregoing summary is qualified in its entirety by reference to the complete
text of Fulton's amended and restated Bylaws, which are attached as Exhibit 3.1
to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Bylaws of Fulton Financial Corporation, as amended and restated
on May 14, 2021
104 Cover page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
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