Summary
3M Company (MMM) filed an 8-K on February 11, 2008, to report an amendment to its corporate bylaws. Specifically, the amendment, effective immediately, allows for the calling of special shareholder meetings under certain conditions. Previously, shareholders did not have the power to convene special meetings. This change empowers significant shareholders, defined as those holding at least 25% of the voting shares, to request a special meeting. The amendment also includes a provision for the Board of Directors to avoid a special meeting if the requested business can be addressed at an upcoming annual meeting within 90 days of the request. This modification provides shareholders with greater agency in addressing specific corporate matters outside of the regular annual meeting schedule, while maintaining flexibility for the company's governance and meeting planning.
Key Highlights
- 13M Company amended its bylaws on February 11, 2008, to allow shareholders to call special meetings.
- 2The amendment requires holders of at least 25% of the total voting shares to request a special meeting.
- 3A special meeting will not be held if the Board determines the requested business can be addressed at an upcoming annual meeting within 90 days.
- 4This change grants shareholders more direct influence over the timing of discussions on specific matters.
- 5The previous bylaws did not empower shareholders to call for special meetings.
- 6The amended and restated Bylaws reflecting this change are filed as an exhibit to the 8-K.