UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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June 9, 2015
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Alaska Communications Systems Group, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-28167
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52-2126573
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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600 Telephone Avenue, Anchorage, Alaska
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99503-6091
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(907) 297-3000
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2015, the Board of Directors (the Board) of Alaska Communications Systems Group, Inc.
(the Company) amended and restated the Companys by-laws (as so amended and restated, the
By-Laws). The amendments:
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remove the requirement that, unless otherwise set by the Board, the annual meeting of
stockholders must be held on the first Tuesday in April; |
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clarify the operation of the Companys majority voting standard in uncontested elections
of directors, including the procedure to be followed if a director fails to receive the
votes of a majority of the shares present in person or represented by proxy at a
stockholder meeting; |
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clarify the procedure for the Board to set a record date in connection with any action
by written consent of the stockholders; |
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clarify the requirements for stockholders to nominate directors or bring other business
before an annual meeting of stockholders (but the amendments do not change the dates on
which director nominations or proposals of other business must be received by the Company
in order to be in compliance with the By-Laws); |
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clarify that a director may be removed with or without cause at any time by the
affirmative vote of the holders of a majority of the voting power of all outstanding shares
and that only the remaining directors can fill any vacancy on the Board; |
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clarify the procedures around the issuance of uncertificated shares by the Company; and |
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make certain other non-substantive language and conforming changes and other technical
edits and updates. |
The amendments to the By-Laws became effective on June 9, 2015.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by
reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.2 and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) |
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The Annual Meeting of Shareholders of the Company was held on June 9, 2015. Shareholders
representing 42,265,456 shares, or 84.13%, of the common shares outstanding as of the April
13, 2015 record date were present in person or represented at the meeting by proxy. |
(b) |
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The matters voted upon at the meeting, and the number of votes cast for, against or withheld,
as well as the number of abstention and non-votes, as applicable, are set forth below: |
Proposal 1 - Election of Board of Directors;
The six (6) nominees to serve as directors, which constituted the entire Board as of the meeting
date, were all reelected to serve as directors by the following votes:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Edward (Ned) J.
Hayes, Jr. |
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19,647,724 |
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1,623,116 |
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327,201 |
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28,640,853 |
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Margaret L. Brown |
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19,278,597 |
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1,952,186 |
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367,259 |
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28,640,852 |
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David W. Karp |
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19,474,550 |
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1,737,827 |
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385,664 |
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28,640,853 |
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Peter D. Ley |
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19,248,552 |
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1,941,979 |
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407,510 |
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28,640,853 |
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Brian A. Ross |
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19,178,533 |
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2,024,981 |
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394,528 |
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28,640,852 |
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Anand Vadapalli |
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19,517,106 |
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1,724,944 |
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355,991 |
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28,640,853 |
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Proposal 2 Advisory approval of the Companys executive compensation;
The Company proposal requesting that shareholders approve executive compensation, on an advisory
basis, was approved with the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
17,470,474
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3,611,546 |
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516,020 |
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20,667,416 |
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Proposal 3 Ratification of the appointment of the Companys independent registered public
accounting firm;
The Company proposal requesting ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the year ending December 31, 2014 was approved
with the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
39,719,604
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1,943,344 |
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602,508 |
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0 |
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Item 7.01 Regulation FD Disclosure.
A copy of material that was used in an investor presentation delivered by the Companys CEO
following the annual meeting of shareholders is available on the Companys website at
www.alsk.com and will remain there for at least ninety (90) days.
The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01
is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description |
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3.1 |
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Amended and Restated By-Laws, Alaska Communications Systems Group, Inc., dated June 9, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Alaska Communications Systems Group, Inc.
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June 15, 2015
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By:
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/s/Leonard Steinberg
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Name: Leonard Steinberg
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Title: Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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3.1
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Amended and Restated By-Laws, Alaska Communications Systems Group, Inc., dated June 9, 2015
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AMENDED AND RESTATED BY-LAWS
OF
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
ARTICLE I
OFFICES
SECTION 1 REGISTERED OFFICE The registered office of Alaska Communications Systems Group,
Inc. (the Corporation) shall be established and maintained at the office of The Corporation Trust
Company at The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of
New Castle, State of Delaware, and said Corporation Trust Company shall be the registered agent of
the Corporation in charge thereof.
SECTION 2 OTHER OFFICES The Corporation may have other offices, either within or without the
State of Delaware, at such place or places as the Board of Directors may from time to time select
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1 ANNUAL MEETINGS Annual meetings of stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, and at such time and
date as the Board of Directors, by resolution, shall determine and as set forth in the notice of
the meeting. At each annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be stated in the notice of
the meeting.
SECTION 2 SPECIAL MEETINGS Special meetings of the stockholders for any purpose or purposes
may be called by the Chairman of the Board, the President or by resolution of the Board of
Directors.
SECTION 3 VOTING Each stockholder entitled to vote in accordance with the terms of the
Amended and Restated Certificate of Incorporation of the Corporation (the Certificate of
Incorporation) and these Amended and Restated By-Laws (these By-Laws) may vote in person or by
proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a
longer period.
All elections for directors in which there are, as of the day before the Corporation files its
definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with
the Securities and Exchange Commission, more nominees than positions being filled and all other
votes providing more than two options (excluding abstention) shall be decided by a plurality vote
of the votes of the shares present in person or represented by proxy at the meeting (the Present
Shares), except in each case as otherwise provided by the Certificate of Incorporation or the laws
of the State of Delaware. All other questions, including any election of directors where there are
not, as of the day before the Corporation files its definitive proxy statement (regardless of
whether or not thereafter revised or supplemented) with the Securities and Exchange Commission,
more nominees than positions being filled, shall be decided by majority vote of the votes of the
Present Shares (a Majority Vote), except in each case as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware. In a non-contested election of directors, any
incumbent director who does not receive a Majority Vote shall immediately tender his or her
resignation. The Nominating and Corporate Governance Committee of the Board of Directors will make
a recommendation to the Board of Directors whether to accept or reject the resignation, or whether
other action should be taken. The Board of Directors will consider the Nominating and Corporate
Governance Committees recommendation and publicly disclose its decision and the rationale behind
it within 90 days from the date of the certification of the election results. An incumbent director
who tenders his or her resignation pursuant to this paragraph will not participate in the
deliberations of the Nominating and Corporate Governance Committee or the Board of Directors with
respect to such resignation. In acting on the resignation, each of the Nominating and Corporate
Governance Committee and the Board of Directors shall consider all factors that it may deem
relevant. If the incumbent directors resignation is not accepted by the Board of Directors, he or
she shall continue to serve until the next annual meeting of stockholders and until his or her
successor shall be elected and shall qualify. If the resignation is accepted, the Board may fill
the resulting vacancy or decrease the size of the Board in accordance with these By-Laws.
A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, with the address of each, and the number of shares held by each, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is entitled to be present.
SECTION 4 QUORUM Except as otherwise required by law, by the Certificate of Incorporation or
by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting
a majority of the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors shall constitute a quorum at
all meetings of the stockholders. The stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until the adjournment of the meeting,
notwithstanding the withdrawal of any stockholder. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or
by proxy, shall have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to vote shall be present;
provided, however, that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be
given in conformity herewith. At any such adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted at the meeting as originally noticed
but, unless a new record date is fixed in accordance with applicable laws, only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof.
SECTION 5 NOTICE OF MEETINGS Written notice, stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is called
shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on
the records of the Corporation, not less than ten (10) nor more than sixty (60) days before the
date of the meeting (except as otherwise required by applicable law). No business other than that
stated in the notice shall be transacted at any meeting without the unanimous consent of all the
stockholders entitled to vote thereat.
SECTION 6 ACTION WITHOUT MEETING Unless otherwise provided by the Certificate of
Incorporation, any action required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the meeting if the record
date for such meeting had been the date that written consents signed by a sufficient number of
stockholders to take the action were delivered to the Corporation in accordance with Section 228 of
the General Corporation Law of the State of Delaware.
In order that the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of
record seeking to have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix
a record date. The Board of Directors shall promptly, but in all events within ten (10) days after
the date on which such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days of the date on which such
a request is received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings of the stockholders
are recorded, to the attention of the Secretary of the Corporation. Delivery shall be by hand, by
courier service, or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business Alaska Time on the date on
which the Board of Directors adopts the resolution taking such prior action.
SECTION 7 ADVANCE NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS At any annual meeting of
stockholders, only such business shall be considered as shall have been properly brought before the
meeting. For nominations or other business to be properly brought before a meeting, a stockholder
must give timely notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholders written notice must be delivered to and received by the
Secretary at the principal executive offices of the Corporation by hand delivery, courier service
or by certified or registered mail, return receipt requested, not less than one hundred twenty
(120) days or more than one hundred fifty (150) days prior to the first anniversary of the
preceding years annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days from such anniversary date, notice by the
stockholder to be timely must be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business Alaska Time on the later of (i) the one
hundred twentieth (120th) day prior to such annual meeting or (ii) the tenth (10th) day following
the day on which the Public Announcement (as defined below) of the date of such meeting is first
made. In no event shall any adjournment or postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a stockholders notice as described in this
section. Public Announcement shall mean disclosure in a press release issued by the Corporation
and reported by the Dow Jones News Service, Associated Press or a comparable national news service
or in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any
successor thereto (the 1934 Act).
With respect to the nomination of directors, to be in proper written form such notice shall
set forth: (a) the name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) (i) the class and number of shares of the Corporation
that are, directly or indirectly, owned beneficially and of record by such stockholder and such
beneficial owner; (ii) any option, warrant, convertible security, stock appreciation right, or
similar right with an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class of shares of the Corporation or with a value derived in whole or in part
from the value of any class of shares of the Corporation, whether or not such instrument or right
shall be subject to settlement in the underlying class of capital stock of the Corporation or
otherwise (a Derivative Instrument) directly or indirectly owned beneficially by such stockholder
and any other direct or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of shares of the Corporation; (iii) any proxy, contract,
arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote
any shares of any class of securities of the Corporation; (iv) any short interest in a security of
the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest in a
security if such person directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any
decrease in the value of the subject security); (v) any rights to dividends on the shares of the
Corporation owned beneficially by such stockholder that are separated or separable from the
underlying shares of the Corporation; (vi) any proportionate interest in shares of the Corporation
or Derivative Instruments held, directly or indirectly, by a general or limited partnership in
which such stockholder is a general partner or, directly or indirectly, beneficially owns an
interest in a general partner; (vii) any performance-related fees (other than an asset-based fee)
that such stockholder is entitled to based on any increase or decrease in the value of shares of
the Corporation or Derivative Instruments, if any, as of the date of such notice, including,
without limitation, any such interests held by members of such stockholders immediate family
sharing the same household (which information shall be supplemented by such stockholder and
beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose
such ownership as of the record date), and (viii) any other information relating to such
stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for the
election of directors in a contested election pursuant to Section 14 of the 1934 Act and the rules
and regulations promulgated thereunder; (c) a representation that such stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a
description of all direct and indirect compensation and other material monetary agreements,
arrangements and understandings during the past three years, and any other material relationships,
between or among such stockholder and beneficial owner, if any, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and
his or her respective affiliates and associates, or others acting in concert therewith, on the
other hand, including, without limitation, all information that would be required to be disclosed
pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and
any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert were the registrant for purposes of such rule and the nominee
were a director or executive officer of such registrant; (e) such other information regarding each
nominee proposed by such stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated by the Board of Directors; and (f) the consent
of each nominee to serve as a director of the Corporation if so elected. The Corporation may
require any proposed nominee to furnish such other information as may be reasonably be required by
the Corporation to determine the eligibility of such proposed nominee to serve as an independent
director of the Corporation or that could be material to a reasonable stockholders understanding
of the independence, or lack thereof, of such nominee.
With respect to other business to be properly brought before a meeting, to be in proper
written form such notice shall set forth: (a) as to the business that the stockholder proposes to
bring before the meeting, (i) a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner; if any, on whose behalf the proposal is
made; and (ii) a description of all agreements, arrangements and understandings between such
stockholder and beneficial owner, if any, and any other person or persons (including their names)
in connection with the proposal of such business by such stockholder; and (b) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the
name and address of such stockholder, as they appear on the Corporations books, and of such
beneficial owner; and (ii) (A) the class and number of shares of the Corporation which are,
directly or indirectly, owned beneficially and of record by such stockholder and such beneficial
owner; (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder
and any other direct or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of shares of the Corporation; (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote
any shares of any class of securities of the Corporation; (D) any short interest in a security of
the Corporation (for purposes of this By-Law a person shall be deemed to have a short interest in a
security if such person directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any
decrease in the value of the subject security); (E) any rights to dividends on the shares of the
Corporation owned beneficially by such stockholder that are separated or separable from the
underlying shares of the Corporation; (F) any proportionate interest in shares of the Corporation
or Derivative Instruments held, directly or indirectly, by a general or limited partnership in
which such stockholder is a general partner or, directly or indirectly, beneficially owns an
interest in a general partner; and (G) any performance-related fees (other than an asset-based fee)
that such stockholder is entitled to based on any increase or decrease in the value of shares of
the Corporation or Derivative Instruments, if any, as of the date of such notice, including without
limitation any such interests held by members of such stockholders immediate family sharing the
same household (which information shall be supplemented by such stockholder and beneficial owner,
if any, not later than 10 days after the record date for the meeting to disclose such ownership as
of the record date); (iii) any other information relating to such stockholder and beneficial owner,
if any, that would be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for, as applicable, the proposal or for the
election of directors in a contested election pursuant to Section 14 of the 1934 Act and the rules
and regulations promulgated thereunder; and (iv) a representation that such stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose the business specified in the notice.
The provisions of this Section 7 are the exclusive means for a stockholder to make a
nomination or propose business before an annual meeting, unless a stockholder proposes business to
be included in the Corporations proxy materials pursuant to Rule 14a-8 under the 1934 Act (in
which case the stockholder shall comply with Rule 14a-8). The chairperson of the annual meeting
shall, if the facts warrant, determine and declare at the annual meeting that a nomination or
proposal of business was not properly brought before the annual meeting in accordance with the
provisions of this Section 7, and, if the chairperson should so determine, he or she shall so
declare at the annual meeting that any such nomination or proposal of business not properly brought
before the annual meeting shall not be heard.
SECTION 8 CONDUCT OF MEETINGS.
For all stockholder meetings, the chair of the meeting, inspectors of elections and other
meeting officials shall be appointed by the Board of Directors. The chair shall preside at the
meeting and shall have all of the authority normally provided to the chair of a stockholder
meeting, including the authority to:
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make definitive rulings on all points of order; |
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(b) |
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open and close all polls; and |
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identify and implement other applicable rules of order for the meeting (e.g.,
Roberts Rules of Order or similar recognized sources). |
ARTICLE III
DIRECTORS
SECTION 1 NUMBER AND TERM The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors. The exact number of directors shall initially be three
and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected
at the annual meeting of stockholders and each director shall be elected to serve until his or her
successor shall be elected and shall qualify. A director need not be a stockholder.
SECTION 2 RESIGNATIONS Any director may resign at any time. Such resignation shall be made
in writing, and shall take effect at the time specified therein, and if not time be specified, at
the time of its receipt by the Chairman of the Board, the President or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 3 VACANCIES If the office of any director becomes vacant or any new directorship is
created, the remaining directors in office, though less than a quorum, by a majority vote, may
appoint any qualified person to fill such vacancy or new directorship, who shall hold office for
the unexpired term and until his or her successor shall be elected and shall qualify. If the office
of any director becomes vacant or any new directorship is created and there are no remaining
directors, the stockholders may elect any qualified person to fill such vacancy or new directorship
in accordance with the provisions of Article II, Section 3, of these By-Laws, at a special meeting
called for such purpose.
SECTION 4 REMOVAL Any director or directors may be removed either for or without cause at
any time by the affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors at an annual meeting or a special meeting called for the purpose.
SECTION 5 COMMITTEES The Board of Directors may designate one or more committees, including
an Executive Committee, each committee to consist of one or more directors of the Corporation. The
Executive Committee, if any, shall be authorized to exercise all of the powers and authority of the
Board to the fullest extent permitted under Delaware law.
To the fullest extent permitted by Delaware law, any other committee, to the extent provided
in the resolution of the Board of Directors or in these By-Laws, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which
may require it.
SECTION 6 MEETINGS The newly elected directors may hold their first meeting for the purpose
of organization and the transaction of business, if a quorum be present, immediately after the
annual meeting of the stockholders, or the time and place of such meeting may be fixed by consent
of all the directors.
Regular meetings of the Board of Directors may be held without notice at such places and times
as shall be determined from time to time by resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the Board or the
President, or by the Secretary on the written request of any two directors, on at least one days
notice of the place, date and time of such meeting given to each director (except that notice to
any director may be waived in writing by such director).
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors, or any committee designated by the Board of Directors, may participate in
any meeting of the Board of Directors or any committee thereof by means of a conference telephone
or similar communications equipment by means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence in person at the
meeting.
SECTION 7 QUORUM A majority of the directors then in office shall constitute a quorum for
the transaction of business. If at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned. The vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors unless the Certificate of
Incorporation or these By-Laws shall require the vote of a greater number.
SECTION 8 ACTION WITHOUT MEETING Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a meeting if a written
consent thereto is signed or electronically approved by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or such committee.
SECTION 9 QUALIFICATIONS A person may only be nominated as a director, or having been
nominated may only serve as a director, if the person (and, if requested by the Board of Directors,
provides a certification that to the best of the persons knowledge, after reasonable
investigation, the person) is:
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(b) |
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not prohibited from being a director in a publicly held company, in general, or
the Corporation, in particular, by any applicable law, regulation or rule (including
any rule promulgated by a self-regulatory organization); |
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(c) |
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in compliance, and has at all relevant times been in compliance (together with
the nominator(s) of the person), with the applicable provisions of Article II,
Section 7 of these By-laws and Rule 14a-8 of the 1934 Act; and |
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(d) |
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in timely compliance with any request from the Board of Directors to prepare
the written questionnaire with respect to background and qualifications required to be
completed on an annual basis by all directors and has provided a certification
consistent with the certification specified under Article II, Section 7. |
ARTICLE IV
OFFICERS
SECTION 1 OFFICERS The officers of the Corporation shall be a Chairman of the Board (if an
officer), a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall
be elected by the Board of Directors and shall hold office until their successors are duly elected
and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and
Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other
officers and agents as it may deem advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to time by the Board
of Directors.
SECTION 2 CHAIRMAN OF THE BOARD The Chairman of the Board may or may not be an officer of
the Corporation, at the discretion of the Board of Directors. He or she shall preside at all
meetings of the Board of Directors and shall have and perform such other duties as may be assigned
to him or her by the Board of Directors. The Chairman of the Board (if an officer) shall have the
power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause
the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the
seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.
SECTION 3 PRESIDENT The President shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation. The President shall have
the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to
cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
SECTION 4 VICE PRESIDENTS Each Vice President shall have such powers and shall perform such
duties as shall be assigned to him or her by the Board of Directors.
SECTION 5 TREASURER The Treasurer shall be the Chief Financial Officer of the Corporation.
He or she shall have the custody of the corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all moneys and other valuables in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He or she shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board (if
an officer) or the President, taking proper vouchers for such disbursements. He or she shall render
to the Chairman of the Board, the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation. If required by the Board of Directors,
he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such
amount and with such surety as the Board of Directors shall prescribe.
SECTION 6 SECRETARY The Secretary shall give, or cause to be given, notice of all meetings
of stockholders and of the Board of Directors and all other notices required by law of by these
By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be
given by any person thereunto directed by the Chairman of the Board or the President, or by the
Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or
she shall record all the proceedings of the meetings of the Board of Directors, any committees
thereof and the stockholders of the Corporation in a book to be kept for that purposed, and shall
perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board or the President, and attest to the same.
SECTION 7 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES Assistant Treasurers and Assistant
Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as
shall be assigned to them, respectively, by the Board of Directors.
ARTICLE V
MISCELLANEOUS
SECTION 1 CERTIFICATES OF STOCK Unless and until the Board of Directors adopts a resolution
permitting shares to be uncertificated, a certificate of stock shall be issued to each stockholder
certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock
of the Corporation shall be of such form and device as the Board of Directors may from time to time
determine.
SECTION 2 LOST CERTIFICATES A new certificate of stock or uncertificated share may be issued
in the place of any certificate theretofore issued by the Corporation alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate, or such owners legal representatives, to give the Corporation a bond, in
such sum as the Board of Directors may direct, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss of any such certificate, or the issuance of
any such new certificate or uncertificated share.
SECTION 3 TRANSFER OF SHARES The shares of stock of the Corporation shall be transferable
only upon its books by the holders thereof in person of by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates, if any, shall be surrendered to the
Corporation by the delivery thereof to the person in charge of stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by whom they shall be
cancelled, and new certificates may thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer.
SECTION 4 STOCKHOLDERS RECORD DATE Except as otherwise provide in these By-Laws, In order
that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in respect of any
charge, conversion or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which record date:
(1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not more than sixty (60) days or less
than ten (10) days before the date of such meeting; and (2) in the case of any other action, shall
not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business Alaska Time of the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business Alaska Time on the day
next preceding the day on which the meeting is held; and (2) the record date for determining
stockholders for any other purpose shall be at the close of business Alaska Time on the day on
which the Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5 DIVIDENDS Subject to the provisions of the Certificate of Incorporation and any
Preferred Stock Designation (as defined therein) the Board of Directors may, in its sole
discretion, declare dividends upon stock of the Corporation out of funds legally available
therefor. Before declaring any dividend there may be set apart out of any funds of the Corporation
available for dividends, such sum or sums as the Board of Directors from time to time in their
discretion deem proper for such purposes as the Board of Directors shall deem beneficial to the
interests of the Corporation.
SECTION 6 SEAL The corporate seal of the Corporation shall be in such form as shall be
determined by resolution of the Board of Directors. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixes or reproduced or otherwise imprinted upon the subject
document or paper.
SECTION 7 FISCAL YEAR The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.
SECTION 8 CHECKS All checks, drafts or other orders for the payment of money, notes or other
evidence or indebtedness issued in the name of the Corporation shall be signed by such officer or
officers, or agent or agents, of the Corporation, and in such manner as shall be determined from
time to time by resolution of the Board of Directors.
SECTION 9 NOTICE AND WAIVER OF NOTICE Whenever any notice is required to be given by the
Corporation under these By-Laws, personal notice is not required unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by depositing the same in the
United States mail, postage prepaid, addressed to the person entitled thereto at his or her address
as it appears on the records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise required by law. Whenever any notice is required to be
given by the Corporation under the provisions of any law, or under the provisions of the
Certificate of Incorporation or of these By-Laws, a waiver thereof, in writing and signed by the
person or persons entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to such required notice.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders
(or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be
considered is contained in the notice of such special meeting) by the affirmative vote of the
holders of shares constituting a majority of the voting power of all of the then outstanding shares
of capital stock of the Corporation entitled to vote generally in the election of directors. Except
as otherwise provided in the Certificate of Incorporation, the Board of Directors may by majority
vote of those present at any meeting at which a quorum is present alter, amend or repeal these
By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and
conduct of the affairs of the Corporation.
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