Item 3.03 Material Modification to Rights of Security Holders. The information set forth below in Item 5.03 regarding the amendment and restatement of the amended and restated bylaws ofOceaneering International, Inc. ("Oceaneering") is incorporated by reference into this Item 3.03. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Bylaws Effective as ofAugust 20, 2020 , Oceaneering's Board of Directors, acting upon the recommendation of itsNominating and Corporate Governance Committee , adopted and approved amended and restated bylaws. The amendments reflected in the amended and restated bylaws, include, among other things, changes: • modifying the notice provisions for stockholders to propose nominees for election as directors or to propose other business to be considered at annual meetings of the stockholders to: - expand the period during which a stockholder may provide a notice of proposed nominees for election as directors or to propose any such other business by an additional 30 days; - require that the stockholder proponent (and, if different, the beneficial owner) must be a stockholder (or beneficial owner) at the time of the meeting (in addition to as of the record date); - require that the stockholder proponent provide specified information or make representations, including as to: (1) the existence of certain agreements, arrangements or understandings, including any relating to acquiring, holding or voting shares, or changing or influencing control of the Company; (2) transactions in Oceaneering's stock in the six-month period prior to the date of the proposal notice; (3) the intention to appear in person at the meeting to make the nomination(s)/business proposal(s); and (4) the intention to continue to hold shares through the date of the meeting; - require notification from the stockholder proponent if any of the information provided in the notice relating to its nomination/business proposal changes, as of the date that is 10 business days prior to the date of the meeting; - require that a nominee for election or reelection as a director must deliver a questionnaire and a written representation and agreement, each in a standard form; • modifying the provisions relating to stockholder action by written consent to, among other things, require information from a stockholder proponent similar to the information required for nominations/proposals at stockholder meetings; • adding a director confidentiality provision; and • conforming and clarifying provisions relating to the foregoing. The foregoing is merely a summary of the amendments to Oceaneering's amended and restated bylaws and is qualified in its entirety by reference to Oceaneering's amended and restated bylaws, a copy of which is included as Exhibit 3.1 to this Form 8-K and is incorporated into this Item 5.03 by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Index to Exhibits
--------------------------------------------------------------------------------
3.01 Amended and Restated Bylaws
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source