Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective as of
• provide that the Board may, in its sole discretion, determine that an annual meeting not be held at any place, but instead be held partially or solely by means of remote communications; • enhance procedural mechanisms in connection with stockholder nominations of directors to require a stockholder delivering a nomination notice pursuant to the advance notice provisions of the Bylaws to, among other things, fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and other applicable law and provide reasonable evidence and other information to the Board that such stockholder has met the requirements of Rule 14a-19 and complied with the Bylaws; • require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; and • make various other conforming, technical, modernizing and clarifying changes.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. In addition, a marked copy of the Bylaws showing all changes made to the Company's prior bylaws is attached hereto as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 3.1 Amended and Restated Bylaws ofNCR Corporation 3.2 Marked Amended and Restated Bylaws ofNCR Corporation 104 Cover Page Interactive Data File, formatted in Inline XBRL. 2
--------------------------------------------------------------------------------
© Edgar Online, source