Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Among other things, the amendments effected by the Amended and Restated Bylaws:
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Address matters relating to the Universal Proxy Rules (e.g., providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements, requiring stockholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting, etc.)? • Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL; • Modify the provisions relating to compliance with Maritime Laws (as defined in the Company's Amended and Restated Certificate of Incorporation, "Maritime Laws") to clarify Board chairman, officer and other requirements under Maritime Laws; • Modify the timing requirements for stockholder notices if the annual meeting is changed by more than thirty days but less than sixty days from the anniversary date of the previous year's annual meeting; • Modify the director removal provision to conform to a corresponding, controlling provision in the Company's Amended and Restated Certificate of Incorporation; • Provide additional flexibility with respect to the officer role of the president; and • Certain other updates, including ministerial, clarifying and conforming changes.
The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
3.1 Second Amended and Restated Bylaws ofGreat Lakes Dredge & Dock Corporation , effective as ofJanuary 12, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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