| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 8, 2019, the Board of Directors of American Outdoor Brands Corporation, a Nevada corporation (the “Company”), approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to implement “proxy access.” The Bylaws became effective immediately.
The proxy access provisions in the Bylaws are set forth in Article II, Section 9. These provisions allow for an eligible stockholder, or an eligible group of no more than 20 stockholders, owning at least 3% of the Company’s outstanding shares continuously for at least three years prior to the date of the nomination and through the annual meeting date, to nominate and require the Company to include in its proxy materials for an annual meeting of stockholders qualifying director candidates constituting the greater of (i) two and (ii) 20% of the number of directors then in office, provided that the stockholder(s) and the nominee(s) satisfy the eligibility and procedural requirements further described in Article II, Section 9 of the Bylaws.
The additional eligibility and procedural requirements set forth in Article II, Section 9 of the Bylaws include a requirement that a proxy access nomination notice must be delivered to the Company not later than the close of business on the 120th day nor earlier than the 150th day prior to the first anniversary of the date of the Company’s proxy statement for the preceding year’s annual meeting of stockholders. Article II, Section 9 of the Bylaws also includes specified requirements that all nominees for directors and nominating stockholder(s) provide certain information, representations and agreements to the Company in order to be eligible to nominate, or to serve as a director.
In addition to certain conforming, clarifying and technical changes made to the Bylaws in connection with implementing “proxy access,” the Bylaws also include amendments to Article II, Section 7 which requires each stockholder nominating a person for election as a director pursuant to the advance notice provisions of Article II, Section 7 and each nominee for director to provide certain information and to make certain representations and agreements as further provided therein.
The foregoing summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
