Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On and effective October 3, 2018, the Board of Directors (Board) of Ameriprise Financial, Inc. (the Company) approved, effective immediately, a series of amendments to the Companys by-laws (By-Laws). A summary of the changes to the By-laws is set forth below and is qualified in its entirety by reference to the full text of the amended and restated By-Laws, a complete copy of which is attached hereto as Exhibit 3.1 and is hereby incorporated by reference in response to this Item 5.03.
Amendments to the By-Laws including amending:
Section 1.01 (Annual Meetings)
to clarify the Boards explicit authority to postpone, reschedule or cancel a previously scheduled annual meeting of stockholders;
Section 1.02 (Special Meeting)
to provide that the business to be conducted at a special meeting of stockholders is limited to purposes stated in the Companys notice, and to provide the Board with explicit authority to postpone, reschedule or cancel a previously scheduled special meeting of stockholders;
Section 1.03 (Notice of Meetings; Waiver)
to address the instances required by law where notice of a meeting of stockholders must be given at a time other than within the 60 to 10-day time period set forth therein;
Section 1.08 (Proxies)
to clarify that, pursuant to Section 212 of the General Corporation Law of the State of Delaware, a proxy may state that it is irrevocable (so long as the proxy is coupled with an interest sufficient in law to support an irrevocable power);
Section 1.10 (Notice of Stockholder Business and Nominations
) to provide that nominations of persons for election to the Board at an annual meeting may also be made pursuant to and in accordance with the new proxy access provision at Section 1.16 of the By-Laws;
Section 1.16 (Proxy Access)
to implement proxy access;
Section 2.05 (Annual and Regular Meetings)
to be consistent with the language in the last sentence of Section 2.06 (which relates to notices of special Board meetings); and
Section 8.05 (Forum Selection)
to conform to Section 115 of the General Corporation Law of the State of Delaware.
The proxy access By-Law provisions allow an eligible stockholder or a group of no more than 20 eligible stockholders to elect to have one or more stockholder nominees for director included in the Companys proxy materials. The eligible stockholder or group of stockholders must have continuously had both full investment and voting authority and full economic interest in at least 3% of the Companys outstanding common stock for a minimum period of three years. The maximum number of stockholder nominees for director is the greater of two and 20% of the total number of directors (rounded down to the nearest whole number) as of the day specified in the By-Laws. The ability of eligible stockholders to use proxy access is subject to various additional terms, conditions, and requirements set forth in the By-Laws.