Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On
· update and revise the advance notice provisions for the nomination of directors
or the proposal of other business at meetings of stockholders, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies, such as additional information about the ownership of securities and material litigation, relationships and interests in material agreements with or involving Workday or a competitor of Workday;
· address the universal proxy rules adopted by the
person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
· update the provision related to the conduct of stockholder meetings, including
clarifying that the presiding person of a stockholder meeting may set additional attendance or other procedures for meeting attendees and Rule 14a-18 proponents;
· require that any stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white;
· address procedural matters in light of recent amendments to the DGCL, such as
adjournment and lists of stockholders entitled to vote at stockholder meetings;
· add an emergency bylaw provision to provide clarity and authority to directors
and certain officers during an emergency situation that would otherwise prevent
a quorum of the Board or a committee thereof from being achieved;
· provide clarity regarding the terms and procedures for Workday's
indemnification of its directors and officers;
· revise the exclusive forum provision to provide for the
Chancery (or, absent jurisdiction, the federal district court for the District ofDelaware ) as the exclusive forum for certain corporate law-related claims; and
· make various other conforming, technical, modernizing and clarifying changes.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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