PRIMEENERGY RESOURCES CORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
• provide that the annual meeting of the Corporation's stockholders will be
held on such date and at such time as shall be designated from time to
time by the Board, rather than the previous default provision that such
meeting be held on the second Tuesday in May of each year (or such other
date as may be determined by the Board);
• expressly provide that any meeting of the Corporation's stockholders may
be held solely by means of remote communications, in the manner
authorized by the DGCL, and to expressly provide procedures for
adjournments and postponements of stockholder meetings;
• eliminate the requirements that (i) any change in the place of a
stockholders' meeting for the election of Directors may not be made
within sixty (60) days before the date of such meeting and (ii) any
notice of a change in the place of a stockholders' meeting must be given
to each stockholder entitled to vote thereat, in person or by letter
mailed to his address listed on the Corporation's stock ledger;
• provide that special meetings of the Corporation's stockholders may be
called by the President or Secretary of the Corporation, and shall be
called by the either of them at the request of (i) the Board or a
committee of the Board authorized to call such meetings or
(ii) stockholders holding at least a majority (rather than one third) of
the outstanding shares of capital stock of the Corporation entitled to
vote on the matter for which the special meeting is called;
• provide that, in order for business to be brought by any stockholder
before an annual stockholders' meeting, such stockholder must (i) comply
with certain advance notice procedures and information requirements set
forth in Section 15 of Article II of the Amended and Restated Bylaws and
(ii) be a stockholder of record on the date of giving such notice and on
the record date for the determination of stockholders entitled to notice
of and to vote at such annual meeting;
--------------------------------------------------------------------------------
• provide that, in order for any stockholder to nominate persons for
election to the Board at an annual or special meeting of stockholders
called for such purpose, such stockholder must (i) comply with certain
advance notice procedures and information requirements set forth in
Section 16 of Article II of the Amended and Restated Bylaws and (ii) be a
stockholder of record on the date of giving such notice and on the record
date for the determination of stockholders entitled to notice of and to
vote at such annual or special meeting;
• permit notices to be given to stockholders and directors (including
notice of a stockholders' meeting) by electronic transmission, to the
extent permitted by the DGCL, rather than requiring such notices to be
written and delivered in person or by mail;
• clarify the manner in which stockholders may grant proxies and act by
written consent, including by electronic transmission;
• clarify certain procedural requirements relating to action of the Board,
including the ability of Board members to act by written consent by
electronic transmission;
• provide for the issuance of uncertificated shares of the Corporation's
capital stock upon the Board's adoption of a resolution providing for
such issuance;
• provide for indemnification of directors and officers of the Corporation
and procedures relating thereto;
• provide that, unless the Corporation consents in writing to an
alternative forum, the Court of Chancery of the State of Delaware shall
be the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Corporation, (ii) any action
asserting a claim of breach of a duty (including any fiduciary duty) owed
by any current or former director, officer, stockholder, employee or
agent of the Corporation to the Corporation or the Corporation's
stockholders, (iii) any action asserting a claim against the Corporation
or any current or former director, officer, stockholder, employee or
agent of the Corporation arising out of or relating to any provision of
the General Corporation Law of Delaware or the Corporation's Certificate
of Incorporation or Bylaws (each, as in effect from time to time) or
(iv) any action asserting a claim against the Corporation or any current
or former director, officer, stockholder, employee or agent of the
Corporation governed by the internal affairs doctrine of the State of
Delaware . In the event that the Court of Chancery of the State of
Delaware lacks subject matter jurisdiction over any such action or
proceeding, the sole and exclusive forum for such action or proceeding
shall be another state or federal court located within the State of
Delaware , in each case, unless the Court of Chancery (or such other state
or federal court located within the State of Delaware , as applicable) has
dismissed a prior action by the same plaintiff asserting the same claims
because such court lacked personal jurisdiction over an indispensable
party named as a defendant therein. Any person or entity purchasing, or
otherwise acquiring or holding, any interest in shares of capital stock
of the Corporation shall be deemed to have notice of and consented to the
foregoing provision; and
• provide that, unless the Corporation consents in writing to an
alternative forum, the United States federal district courts shall be the
sole and exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act of 1933, as amended. Any
person or entity purchasing, or otherwise acquiring or holding, any
interest in shares of capital stock of the Corporation shall be deemed to
have notice of and consented to the foregoing provision.
--------------------------------------------------------------------------------
The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
© Edgar Online, source
