Summary
General Dynamics Corporation (GD) filed an 8-K on February 5, 2009, to report an amendment to its bylaws, effective February 4, 2009. The key change pertains to the conditions under which the Board of Directors must call a special meeting of stockholders. Specifically, the amended bylaws now require the Board to call a special meeting upon a written request from a single stockholder holding at least 10% of the outstanding voting power, or from one or more stockholders collectively holding at least 25% of the outstanding voting power. This amendment potentially provides stockholders with enhanced ability to convene special meetings, subject to specific procedural requirements regarding the timing of such requests.
Key Highlights
- 1General Dynamics amended and restated its corporate bylaws on February 4, 2009.
- 2The primary change is to Article II, Section 2 of the bylaws, related to calling special meetings of stockholders.
- 3The Board of Directors is now required to call a special meeting upon a written request from a single holder of at least 10% of outstanding voting power.
- 4Alternatively, a special meeting must be called if one or more holders representing at least 25% of outstanding voting power make a collective request.
- 5The amendments include requirements for the timing of multiple meeting requests, which must be received within 60 days of the earliest dated request.
- 6The Amended and Restated Bylaws are filed as an exhibit to this 8-K.
- 7This filing does not report on financial performance but on a corporate governance change.