Summary
Ameriprise Financial, Inc. (AMP) filed an 8-K report on October 5, 2018, detailing amendments to its corporate by-laws, effective October 3, 2018. The most significant change is the introduction of a "proxy access" provision, allowing eligible stockholders or groups to nominate directors to be included in the company's proxy materials. This provision requires significant stock ownership (at least 3% for three years) and limits the number of nominees. Other amendments clarify the Board's authority regarding meeting scheduling and cancellations, refine notice requirements for stockholder meetings, and address proxy irrevocability and forum selection to align with Delaware corporate law.
Key Highlights
- 1Ameriprise Financial, Inc. has amended its by-laws, effective October 3, 2018.
- 2A key amendment introduces "proxy access," allowing eligible long-term stockholders to nominate directors for inclusion in company proxy materials.
- 3To utilize proxy access, a stockholder or group must hold at least 3% of outstanding common stock continuously for a minimum of three years.
- 4The by-laws now clearly grant the Board of Directors authority to postpone, reschedule, or cancel annual and special stockholder meetings.
- 5Provisions for special meetings now explicitly limit business to the purposes stated in the notice.
- 6The by-laws have been updated to clarify proxy irrevocability rules and align forum selection with Delaware General Corporation Law.
- 7The full text of the amended and restated By-Laws is available as an exhibit to this filing.
Frequently Asked Questions
The primary purpose of this filing is to inform investors about significant amendments made to Ameriprise Financial's by-laws. The most notable change is the adoption of a proxy access by-law.
Proxy access allows eligible shareholders (or groups) who meet specific ownership thresholds (at least 3% of stock for three years) to nominate their own candidates for the Board of Directors, and have those nominations included in the company's official proxy materials. This provides shareholders with a greater say in board composition.
To use proxy access, a stockholder or a group of up to 20 stockholders must have continuously held both full investment and voting authority, and full economic interest, in at least 3% of the company's outstanding common stock for a minimum of three years. There are also limits on the number of director nominees that can be put forth.
Yes, the by-laws were amended to explicitly grant the Board of Directors the authority to postpone, reschedule, or cancel previously scheduled annual and special meetings of stockholders. This provides greater flexibility for the company in managing meeting logistics.