Summary
Carrier Global Corporation (CARR) filed an 8-K on December 13, 2020, to announce amendments to its Bylaws, effective immediately upon Board approval on December 9, 2020. These changes are part of a periodic review of corporate governance matters and introduce new requirements for shareholders seeking to nominate directors, particularly concerning short positions and intent to influence control. The amendments aim to enhance transparency and procedural clarity within the company's governance framework. Key changes include the mandatory disclosure of short positions held by nominating shareholders and their affiliates within the 12 months prior to a nomination notice. Additionally, the Board is empowered to request supplemental information from nominating shareholders, which must be provided within five business days. The proxy access provision now requires nominees and shareholders to represent no intent to change or influence the Company's control. An emergency bylaw was also added to address quorum requirements during unforeseen circumstances.
Key Highlights
- 1Carrier Global Corporation adopted amended and restated Bylaws on December 9, 2020.
- 2The amendments require disclosure of short positions held by nominating shareholders and their affiliates within the prior 12 months.
- 3The Board can request supplemental information from nominating shareholders, with a five-business-day response deadline.
- 4Shareholders using proxy access must represent no intent to change or influence control of the Company.
- 5A new emergency bylaw allows for a lower quorum threshold for the Board during emergencies or catastrophes.
- 6These changes are considered part of a periodic review of corporate governance matters.
- 7The amended Bylaws are effective immediately upon adoption by the Board.