Item 5.03 Amendments to Articles of Incorporate or Bylaws; Change in Fiscal Year.
On July 20, 2022, the Board of Directors of Sonoco Products Company approved the following amendments to the By-Laws of the corporation:
•Article II, Section 5 was amended to include an additional form of notice.
•Article II, Section 9 was deleted and incorporated into Article II, Section 13.
•Article II, Section 13 was amended to provide instructions on how to conduct and make nominations to the Board of Directors as well as other shareholder business.
•Article II, Section 14 was amended to allow the Board of Directors to adopt rules and/or regulations for conduct deemed inappropriate at Shareholders meetings.
•Article III, Section 4 was amended to allow director vacancies to be filled by unanimous written consent of all members of the Board.
•Article III, Sections 9 and 10 were amended to provide for a waiver of notice and to add means of distributing notice.
•Article III, Section 11 was amended to conform with Section 33-8-200(b) of the South Carolina Code.
•Article III, Section 17 was amended to standardize the director application and review process.
•Article IV, Sections 1 and 8 were amended to include the chief financial officer position and clarify that the same person cannot simultaneously be the CFO and the CEO.
•Article IV, Section 8 was amended to update the duties of the Treasurer in view of the amendment to Article IV, Sections 1 and 8.
•Article IV, Section 10 was amended to allow for the Board of Directors to transfer portions of authority amongst officers.
•Article V, Section 1 was amended to reorganize and clarify the minimum requirements certified and uncertified shares must satisfy.
•Article VI, Section 2 was amended to clarify funding options.
•Article VIII, Section 2 was added to provide authority to advance costs to members of the Board of Directors.
The By-Laws were further amended to implement gender neutral terms, update modes of communication to include emails, add headings to the sections for improved navigation, and correct various formatting, grammar, and punctuation discrepancies.
The foregoing description of the amendments to the Amended and Restated By-Laws do not purport to be complete and are qualified in their entirety by the full text of the Amended and Restated By-Laws, which are filed as Exhibit 3.2 hereto and are incorporated herein by reference.