Item 5.03.
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Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On October 10, 2019, the Board of Directors (the “Board”) of A. O. Smith Corporation (the “Company”) approved amendments to the By-laws of the Company (the “By-laws”), which became effective immediately.
Among other things, the amendments to the By-laws added Advance Notice Provisions, primarily in Article III, Section 8 and Section 9, which provides the Company and stockholders additional time and information to evaluate and, if applicable, respond to a stockholder’s business proposal or director nomination to be considered at annual or special meetings by enhancing the procedures for stockholders to propose business or nominations to be considered at such meetings. The procedures include a requirement to give advance notice to the Company that includes the information that the By-laws prescribe, and for a stockholder relying on the procedures for the Company’s 2020 annual meeting of stockholders, the stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company no earlier than December 11, 2019 and no later than January 10, 2020.
The amendments to the By-laws also added Board Nominee Requirements, primarily in Article III, Sections 9 and 10, which provide the Company and stockholders with relevant information to evaluate director nominees by requiring nominees, including Company nominees, to complete and submit a Directors’ & Officers’ Questionnaire and written representations regarding voting agreements, compensation and other arrangements and to update such information shortly prior to the record date and the meeting.
In recognition of modernizations to the Delaware General Corporation Law that were effective August 1, 2019, the By-laws, primarily in Article III, Section 3, now permit electronic notice to stockholders as a default matter; and remove reference to telegram transmission of stockholder and director consents.
Also, Article III, Section 2, now provides that a majority of the directors in office, rather than three directors, may call a special meeting of stockholders. Further, Article IV, Section 6, now provides that any four of the directors in office, rather than any two directors, may call a special meeting of the Board.
Article VII, Section 12(b), now expressly provides that any repeal or modification of the provisions of Article VII shall not adversely affect any right or protection thereunder of any executive in respect of any proceeding arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.
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, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.