Summary
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.
Key Highlights
- 1L3Harris amended and restated its By-Laws effective December 8, 2022.
- 2New By-Laws enhance procedural mechanics and disclosure requirements for shareholder nominations of directors.
- 3Shareholders providing notice for director nominations must comply with universal proxy rules and provide evidence of compliance.
- 4Stricter disclosure requirements are imposed on shareholders seeking to call special meetings or nominate directors.
- 5Shareholders soliciting proxies must use a proxy card color other than white.
- 6Federal district courts are designated as the exclusive forum for claims arising under the Securities Act of 1933.
- 7Amendments aim to conform By-Laws to Delaware General Corporation Law and remove outdated provisions.