THE CONTAINER STORE GROUP, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Updated provisions to include additional methods by which notice may be given
? for meetings of stockholders and special meetings of the Board, and to clarify
the process for the delivery of notice by electronic transmission;
? Updated provisions regarding stockholder participation at a meeting of
stockholders by remote communication;
Updated provisions relating to the establishment of a quorum at meetings of
? stockholders and procedures for the adjournment of meetings of stockholders
where a quorum is not present;
? Updated procedures for establishing the person who will preside over a meeting
of stockholders;
? Updated procedures for stockholder voting by proxy by means of electronic
transmission;
Clarification that when the complete list of stockholders entitled to vote at a
? meeting is available on an electronic network, the Company may take reasonable
steps necessary to ensure that only stockholders of the Company can access such
information;
? Updated provisions regarding notice of resignation by directors and officers;
? Removal of the requirement that the Chairman of the Board be an officer of the
Company;
? Updated provision regarding the authority of officers to sign stock
certificates;
? Clarification that waivers of notice of meetings of stockholders, directors,
and committees may be provided by electronic transmission;
? Clarification that stockholders, directors, officers, employees and agents of
the Company are permitted to sign documents using an electronic signature; and
? Other immaterial or non-substantive administrative or clarifying changes.
The Amended and Restated Bylaws are filed herewith as Exhibit 3.1. A blackline of the Amended and Restated Bylaws against the prior version of the bylaws is filed herewith as Exhibit 3.2. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Item 1 - Election of three Class II directors for a term of office expiring at the annual meeting of shareholders in 2024 and until their respective successors have been duly elected and qualified.
NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes
J. Kristofer Galashan 33,165,060 951,099 7,373,617
Anthony Laday 33,953,849 162,310 7,373,617
Nicole Otto 33,961,430 154,729 7,373,617
2
Item 2 - Ratification of the appointment of
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 41,243,082 140,742 105,952 0
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 27,498,636 5,976,941 640,582 7,373,617
Based on the foregoing votes, the director nominees named above were elected and Items 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of the Registrant, dated as ofSeptember 1, 2021 3.2 Amended and Restated Bylaws, dated as ofSeptember 1, 2021 (marked to show changes against prior version) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document. 3
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