Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On
Among other matters, the Amended Bylaws (1) revise procedures and disclosure
requirements for the nomination of directors and the submission of proposals for
consideration at annual meetings of the stockholders of the Company, including,
among other things, requiring that advance notice for stockholder proposals and
director nominations be received between 120 days and 90 days prior to the
anniversary of the immediately preceding annual meeting, rather than 60 days
prior to the date of such annual meeting, (2) supplement the proxy access
provisions to (a) require a representation that no proxy access nominee is
holding securities of the Company with the intent to change or influence control
of the Company and (b) clarify that the maximum number of proxy access nominees
is reduced by the number of incumbent directors who join the Board pursuant to
proxy fight or an agreement with a stockholder or group of stockholders in the
preceding two years, (3) amend the existing forum selection bylaw to provide
that the federal district courts of
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
Under the Amended Bylaws, notices of stockholder proposals and director
nominations to be brought before the Company's 2021 Annual Meeting of
Stockholders (other than stockholder proposals submitted in accordance with Rule
14a-8 under the Exchange Act or director nominations submitted in accordance
with the proxy access provisions) must be received by the Company no earlier
than the close of business on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description of Exhibits 3.1 Amended and Restated Bylaws ofWaters Corporation , dated as ofOctober 8, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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