Adobe Systems (ADBE) Board Amends Bylaws to Allow Proxy Access
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Adobe Systems (NASDAQ: ADBE) disclosed the following in a U.S. SEC filing on Friday:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 31, 2016, the board of directors (the “Board”) of Adobe Systems Incorporated (“Adobe”) amended and restated the company’s bylaws (the “Restated Bylaws”) to implement proxy access. The Restated Bylaws became effective immediately upon adoption by the Board as described below.
The Restated Bylaws include a new Section 6 that permits a stockholder (or a group of up to twenty stockholders) owning at least three percent of Adobe’s outstanding shares of common stock continuously for at least three years to nominate and include in Adobe’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the Restated Bylaws.
The Restated Bylaws also require a stockholder who desires to nominate one or more persons for election as a member of the Board at Adobe’s annual meeting (other than through proxy access) to provide written notice to the company at least 90 days and no more than 120 days prior to the first anniversary of the date on which Adobe released its proxy materials to its stockholders for the prior year’s annual meeting of stockholders. Under the bylaws that were in effect prior to this amendment, the notice period for stockholder nominations to Adobe’s Board was between the 75th and 105th day prior to the first anniversary of the date on which Adobe released its proxy materials for the prior year’s annual meeting of stockholders.
The Restated Bylaws also include other changes to the provisions in Sections 5, 7 and 16 to account for proxy access, changes to Section 21 to eliminate the requirement of an annual Board meeting, and a number of other administrative and conforming changes, including changes reflecting that, beginning at Adobe's 2013 annual meeting, all directors are elected annually.
The foregoing description is qualified in its entirety by reference to the text of the Restated Bylaws, which are filed as Exhibit 3.2 hereto and incorporated herein by reference.
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