01—Abstract
Summary
Summary of the 8-K filed December 13, 2022. Cited figures are marked; the original filing is the authoritative source.
L3Harris Technologies, Inc. (LHX) filed an 8-K on December 13, 2022, reporting material modifications to its By-Laws, effective December 8, 2022.
These amendments primarily concern procedural requirements for shareholder actions, including nominations of directors and calling special meetings, aimed at aligning with recent SEC rule changes and enhancing procedural clarity. Investors should note the increased disclosure and compliance obligations for shareholders seeking to engage in these processes. The most significant changes involve stricter requirements for shareholders submitting director nominations under universal proxy rules, including providing evidence of compliance and updating disclosures.
Additionally, the By-Laws now mandate specific proxy card colors for shareholder solicitations and establish federal district courts as the exclusive forum for Securities Act of 1933 claims, with a fallback to Delaware Court of Chancery if necessary. These updates appear designed to streamline corporate governance and shareholder engagement processes.
02—Key points
Key Highlights
- L3Harris amended and restated its By-Laws effective December 8, 2022.
- New By-Laws enhance procedural mechanics and disclosure requirements for shareholder nominations of directors.
- Shareholders providing notice for director nominations must comply with universal proxy rules and provide evidence of compliance.
- Stricter disclosure requirements are imposed on shareholders seeking to call special meetings or nominate directors.
- Shareholders soliciting proxies must use a proxy card color other than white.
- Federal district courts are designated as the exclusive forum for claims arising under the Securities Act of 1933.
- Amendments aim to conform By-Laws to Delaware General Corporation Law and remove outdated provisions.
03—Questions
Frequently Asked Questions
What is the primary purpose of these By-Law amendments?
The primary purpose of these By-Law amendments is to enhance procedural mechanics, increase disclosure requirements for shareholder actions, and align the company's governance practices with recent SEC rule changes, particularly concerning universal proxy rules and shareholder engagement.
How do these changes affect shareholders who want to nominate directors?
Shareholders intending to nominate directors must now strictly comply with all requirements of the SEC's universal proxy rules and provide reasonable evidence of such compliance upon request. They also face enhanced disclosure obligations regarding themselves, their nominees, and other interested persons, with requirements to update notices to remain accurate as of the record date and prior to the meeting.
What is the new exclusive forum for Securities Act of 1933 claims?
The amended By-Laws designate federal district courts as the exclusive forum for any claims arising under the Securities Act of 1933. If this designation is deemed illegal, invalid, or unenforceable, the Delaware Court of Chancery will serve as the exclusive forum.
Are there any changes related to calling special meetings?
Yes, the amendments enhance procedural mechanics and disclosure requirements for shareholders seeking to call a special meeting. Shareholders must continue to hold the required percentage of shares through the date of the special meeting and provide updated and comprehensive disclosures.
04—Continue