8-KCorporate ChangesExhibits & Filings

Parker-Hannifin Corp 8-K Report, Bylaw Amendment (Apr 26, 2021)

Filed April 26, 2021For Securities:PH

Summary

Parker-Hannifin Corporation (PH) filed an 8-K on April 25, 2021, to report an amendment to its Amended and Restated Regulations, effective April 22, 2021. The primary change pertains to the advance notice requirements for shareholders wishing to nominate directors or bring business before the annual shareholder meeting. The amendment extends the window for submitting such notices from a range of 30-60 days prior to the anniversary of the preceding year's annual meeting to a new range of 90-120 days. This effectively requires shareholders to provide earlier notification for any proposals or nominations they intend to present at future annual meetings. Other provisions within the regulations, including existing 'proxy access' provisions, remain unchanged.

Key Highlights

  • 1Amendment to Parker-Hannifin's Amended and Restated Regulations approved by the Board of Directors on April 22, 2021.
  • 2Key change: Advance notice period for shareholder nominations and business proposals at annual meetings has been extended.
  • 3New notice window is 90 to 120 calendar days prior to the anniversary of the preceding year's annual meeting.
  • 4Previous notice window was 30 to 60 days prior to the anniversary of the preceding year's annual meeting.
  • 5Existing 'proxy access' provisions within the regulations remain unchanged.
  • 6The amendment is effective immediately upon adoption.
  • 7Filing includes Exhibit 3(a) with the marked-up Amended Regulations.

Frequently Asked Questions

The main change is an amendment to Parker-Hannifin's regulations that alters the timing requirements for shareholders wishing to submit director nominations or other business for consideration at the company's annual shareholder meetings. The advance notice period has been extended.

The advance notice period has been extended from a range of 30 to 60 days prior to the anniversary of the previous year's annual meeting to a new range of 90 to 120 calendar days prior to that anniversary.

No, the filing explicitly states that 'proxy access' provisions were not changed and remain in effect as previously defined in the regulations.

Investors will need to plan further in advance if they intend to nominate directors or propose other business at Parker-Hannifin's annual meetings. They must now submit their notices between 90 and 120 days before the anniversary of the prior year's meeting, rather than the previous 30-60 day window.