STEELCASE INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Section 2.08. Order of Business:
•To change the required timing for notice of business to be brought before an annual meeting of shareholders by a shareholder under Section 2.08 of the By-Laws from (i) not less than 70 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting (or, if the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, not earlier than the 90th day prior to such annual meeting and not later than the close business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made) to (ii) not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (or, if the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made).
•To clarify that adjournment or postponement, or public announcement of adjournment or postponement, of an annual meeting of shareholders does not commence a new time period (or extend any time period) for the giving of a shareholder's notice of proposed business under Section 2.08 of the By-Laws.
•To require that a shareholder's notice under Section 2.08 of the By-Laws of business to be brought before an annual meeting of shareholders set forth, as to each matter the shareholder proposes to bring before the annual meeting, a brief description of the proposed business, the specific text of the proposed business (including the specific text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the articles of incorporation of the Corporation or By-Laws, the specific text of the proposed amendment), the reasons for conducting such business at the annual meeting and, as to the shareholder giving notice and of the beneficial owner, if any, on whose behalf the proposed business is being brought:
•the name and address of the shareholder and of the beneficial owner;
•the class and number of shares of capital stock of the Corporation which are owned beneficially or of record by the shareholder or the beneficial owner as of the date of the notice;
•a representation by the shareholder that the shareholder is the holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to bring the proposed business before the meeting;
•a description of any agreement, arrangement or understanding with respect to the proposed business or other business between or among the shareholder or the beneficial owner, on the one hand, and any other person(s) (including their name(s)), on the other hand, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Securities Exchange Act of 1934 (as amended, together with the rules and regulations promulgated thereunder, the "Exchange Act") (regardless of whether the requirement to file a Schedule 13D is applicable to the shareholder or the beneficial owner);
•a description of any agreement, arrangement or understanding (including without limitation any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, the shareholder or the beneficial owner or any of their respective affiliates or associates, the effect or intent of which is to mitigate loss to, or manage risk or benefit of, share price changes of the Corporation's capital stock, or to maintain, increase or decrease the voting power or pecuniary or economic interest of the shareholder or the beneficial owner or any of their respective affiliates or associates with respect to the capital stock of the Corporation;
•a description of any agreement, arrangement or understanding between or among (A) the shareholder and the beneficial owner or (B) the shareholder or beneficial owner, on the one hand, and any other person(s) (including their name(s)), on the other hand, in each case in connection with or relating to the Corporation or the proposed business, including any material interest in, or anticipated benefit from, the proposed business to the shareholder or the beneficial owner or any of their respective affiliates or associates;
•a representation as to whether the shareholder intends to deliver, or cause to be delivered, a proxy statement or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required
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to approve such proposed business or otherwise to solicit, or cause to be solicited, proxies from the Corporation's shareholders in support of such proposed business; and
•any other information relating to the shareholder or the beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by or on behalf of the shareholder with respect to the proposed business to be brought by the shareholder before the meeting pursuant to Section 14 of the Exchange Act.
•To require that a shareholder providing notice of proposed business under Section 2.08 of the By-Laws update and supplement such notice, if necessary, not later than five business days after the applicable record date, so that the information provided or required to be provided in such notice is true and correct as of the record date.
Section 3.03. Adjournments.
•To include that any meeting of the shareholders, whether or not a quorum is present, may be adjourned from time to time by the chair of such meeting or by the Board, without the need for approval thereof by shareholders and that notice need not be given of any adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting.
•To provide that at an adjourned meeting only business that might have been transacted at the original meeting may be transacted if a notice of the adjourned meeting is not given; and, if an adjournment is for more than thirty (30) days, notice of the adjourned meeting in accordance with the requirements of Section 2.04 of the By-Laws shall be given to each shareholder of record entitled to vote at the meeting.
•To provide that if, after an adjournment, a new record date for shareholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Article III of the By-Laws, and shall give notice of the adjourned meeting to each shareholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 4.07. Notifications of Nominations.
•To establish a shareholder's compliance with Rule 14a-19 under the Exchange Act as a prerequisite for such shareholder to make nominations for the election of directors under Section 4.07 of the By-Laws.
•To change the required timing for notice under Section 4.07 of the By-Laws of a shareholder's intent to nominate persons for election as directors at an annual meeting of shareholders from (i) not less than 70 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting (or, if the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, not earlier than the 90th day prior to such annual meeting and not later than the close business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made) to (ii) not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (or, if the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made).
•To require that a shareholder's notice under Section 4.07 of the By-Laws of intent to nominate persons for election as directors set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made:
•the name and address of the shareholder and of the beneficial owner;
•the class and number of shares of capital stock of the Corporation which are owned beneficially or of record by the shareholder or the beneficial owner as of the date of the notice;
•a representation by the shareholder that the shareholder is the holder of record of shares of the Corporation entitled to vote at the meeting and intends . . .
Item 8.01. Other Events.
Updated Information Regarding Shareholder Proposal Submission Deadline for 2023 Annual Meeting of Shareholders
As a result of the amendments to the By-Laws described in Item 5.03 of this
report, shareholder proposals, other than those submitted for inclusion in the
Corporation's proxy statement pursuant to Rule 14a8 under the Exchange Act, to
be presented during the 2023 Annual Meeting of Shareholders must be received no
earlier than
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Item 9.01. Financial Statements and Exhibits.
(d) EXHIBITS.
Exhibit
Number Description
3.1 Amended By-Laws of Steelcase Inc. , as amended January 11, 2023
3.2 Amended By-Laws of Steelcase Inc. , as amended January 11, 2023 , marked to
show changes compared to Amended By-Laws of Steelcase Inc. , as amended
April 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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