AMERICAN COASTAL INSURANCE CORPORATION Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Amendment Related to Voting Standards
• Provides in Article II, Section 6, that the stockholder voting
standard for matters other than the election of directors is the
vote of a majority of the shares represented in person or by proxy
and entitled to vote for such matter, consistent with the Company's
certificate of incorporation.
Amendments Related to Meetings of Stockholders and Actions by Written Consent
• Adds a new advance notice provision in Article II, Section 11, which
provides that stockholders may make nominations of candidates for
election as directors or bring other business before an annual or
special meeting of stockholders, subject to the information, timing
and other requirements set forth therein.
• Modifies the provision addressing special meetings of stockholders
in Article II, Section 3 to allow holders of at least a majority of
the Company's outstanding shares of common stock to request that the
Secretary call a special meeting of stockholders, as long as such
shares have been owned of record continuously for a period of at
least one year prior to the date of the request and subject to the
information, timing and other requirements set forth therein. Prior
to this modification, the special meeting provision did not include
the continuous ownership requirement and certain other requirements
set forth in Article II, Section 3.
• Modifies the provision addressing stockholder action by written
consent in Article II, Section 9 to require (among other things)
that stockholders seeking action by written consent: (i) request
that the Board of Directors set a record date, (ii) disclose the
text of the action proposed to be taken, and (iii) own at least 25%
of all outstanding shares of the Company's common stock. Prior to
this modification, stockholders could act by written consent of the
holders of shares having at least the minimum number of votes
required to authorize the action at a meeting at which all shares
entitled to vote were present and voted.
Amendments Related to Removal of Directors and Advancement of Expenses
• Eliminates the ability of directors to be removed for cause by the
Board of Directors.
• Adds a new provision in Article III, Section 5, which provides that
directors may be removed for cause only by the vote of the holders
of a majority of the outstanding shares of common stock of the
Company.
• Modifies the advancement of expenses provision in Article VIII,
Section 5 to provide for the mandatory advancement of expenses for
directors and officers. Prior to such modification, the advancement
of expenses for directors and officers was permissive.
Designation of Exclusive Forum
• Adds a new exclusive forum provision in Article X to designate
courts located in Delaware as the exclusive forum for derivative
actions or proceedings brought on behalf of the Company, fiduciary
duty claims, claims against the Company or any of its directors,
officers or employees arising pursuant to the Delaware General
Corporation Law or the Company's governing documents, and internal
affairs claims arising under Delaware law.
The Amended and Restated Bylaws also include a number of other immaterial modifications intended to remove legacy provisions, update various provisions in light of statutory requirements and to provide clarification and consistency. The foregoing description of the amendments in the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
Exhibit
No. Description
Amended and Restated Bylaws of United Insurance Holdings Corp.
3.1 effective April 22, 2020 © Edgar Online, source
