| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 4, 2023, the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted an amendment and restatement of the Company’s Sixth Amended and Restated Bylaws (as so amended, the “Amended and Restated Bylaws”).
The amendments address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees, unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.
The amendments also revise the advance notice disclosure requirements contained in the Amended and Restated Bylaws to require the stockholder proposing business or nominating directors to provide additional information about the stockholder’s ownership of securities in the Company and permit the Board to request that such stockholder, or such proposed candidate for nomination as a director, if applicable, furnish additional information that is reasonably requested by the Board, including such candidate’s intent to serve the full term. Further, the Amended and Restated Bylaws update the majority vote standard for proposals other than director elections to a majority of votes cast, which provides that both abstentions and broker non-votes will have no effect on the outcome of such proposals. Additionally, the Amended and Restated Bylaws adopt a federal forum provision requiring all claims under the Securities Act of 1933, as amended, to be brought in federal courts. The amendments also update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the Delaware General Corporation Law, as amended.
The amendments also include certain technical, conforming, modernizing or clarifying changes to the Amended and Restated Bylaws.
The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2023, the Company held its annual meeting of stockholders. At the meeting, stockholders took the following actions:
| | • | | elected ten directors for one-year terms ending at the 2024 annual meeting of stockholders (Proposal 1); |
| | • | | ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2023 (Proposal 2); and |
| | • | | approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (Proposal 3). |
