Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 26, 2022, the Board of Directors of Maxar Technologies Inc. (“Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”). In addition to certain technical, conforming and clarifying changes, these amendments include the following changes:
Advance Notice—Universal Proxy. The amendments incorporate the new universal proxy rule (Rule 14a-19) promulgated by the U.S. Securities and Exchange Commission (“SEC”) into the advance notice provisions applicable to director nominations in Section 2.5 of the Bylaws. A new provision has also been added to Section 2.5 of the Bylaws to require a stockholder providing advance notice of director nominations to provide reasonable evidence, within 5 business days prior to the meeting, that it has met the universal proxy requirements of Rule 14a-19 and to provide that if a stockholder does not comply with the requirements of the SEC’s universal proxy rule, including soliciting at least 67% of the voting power of shares entitled to vote in the election of directors, the nomination may be disregarded.
Advance Notice—General. Amendments to the advance notice provisions in Sections 2.4 and 2.5 of the Bylaws also: (i) provide that the number of nominees a stockholder may nominate for election at any annual or special meeting of stockholders cannot exceed the number of directors to be elected at the meeting, (ii) require that the nominee represent that he or she intends to serve an entire term if elected, (iii) permit the Board to require proposed nominees to be interviewed by the Board or a committee of the Board, (iv) require that all notices, documents or other information required to be delivered pursuant to the advance notice provisions be delivered in writing to the Company’s principal executive officers as provided in a new Section 2.17 of the Bylaws, and (v) clarify that a stockholder’s obligation to update and supplement its notice to the Company of business or director nominations will not limit the Company’s rights, extend any deadlines or allow for any amendment or update of any previously-submitted proposal or any new proposal.
Other Updates. The amendments to the Bylaws also include the following additional updates: (i) revisions relating to adjournment procedures for meetings of stockholders to address recent amendments to the Delaware General Corporation Law (“DGCL”), (ii) elimination of the requirement to make a stockholder list available for examination at meetings of stockholders as provided for by the recent DGCL amendments, (iii) revisions to clarify the use of electronic notices, provide for the expanded flexibility for electronic delivery of proxies and consents, and to expressly permit the use of electronic signatures for consents, agreements, certificates or other instruments, in each case in accordance with the DGCL, (iv) revisions to clarify the right of the Board to postpone, reschedule or cancel any previously scheduled meeting of stockholders, and (v) revisions to expressly state the vote standard required to decide matters (consistent with the DGCL).
The foregoing description is qualified in its entirety by reference to the full text of the Company’s Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
