AVANTOR, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of
• Provide that director nominees in uncontested elections must be elected
by a majority of the votes cast, while also providing that in contested
elections, director nominees will continue to be elected by the vote of a
plurality of the votes cast. In either case, directors who do not receive
the requisite votes for re-election must resign, subject to acceptance of
such resignation by the Board.
• Permit a stockholder, or a group of up to 20 stockholders, owning at
least three percent of the Company's outstanding stock continuously for
at least three years to nominate and include in the Company's annual
meeting proxy materials director nominees constituting up to the greater
of two directors or twenty percent of the Board of Directors, provided
that the stockholders and nominees satisfy the requirements specified in
the Bylaws.
• Subject to the Company's second amended and restated certificate of
incorporation (the "Charter"), which currently provides that that special
mee tings of the stockholders of the Company may be called only by or at
the direction of the Board or the Chairman of the Board (the "Special
Meeting Limitation"), permit stockholders of record who own shares
representing at least 20% of the relevant voting power continuously for
at least one year to call a special meeting of stockholders, provided
that the stockholders satisfy the requirements specified in the Bylaws.
• Subject to the Charter, which currently provides that that the
affirmative vote of the holders of at least 66 2/3% in voting power of
all the then-outstanding shares of stock of the Company entitled to vote
thereon, voting together as a single class, is required in order for the
stockholders to amend any provision of the Bylaws (the "Bylaws
Supermajority Requirement"), provide that the Bylaws may be amended by
the affirmative vote of the holders of a majority of the voting power of
the shares of stock present in person or represented by proxy and
entitled to vote at the relevant meeting.
The foregoing description does not purport to be complete and is qualified by reference to the text of the Bylaws, which are attached as Exhibit 3.1 to this report.
In addition, the Board determined to submit amendments to the Charter to eliminate each of the Bylaws Supermajority Requirement and the Special Meeting Limitation to a vote of the stockholders at the 2021 annual meeting of stockholders. The Board also determined to submit to a vote of the stockholders at the 2021 annual meeting amendments to the Charter to eliminate the requirement that certain provisions of the Charter may be amended only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.
Item 8.01 Other Items.
On
The revised Corporate Governance Guidelines are available at www.ir.avantorsciences.com.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1 Third Amended and Restated Bylaws, effectiveJanuary 23, 2021 3
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