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.