Cboe Global Markets, Inc. (CBOE, Financial) has announced the implementation of its Eighth Amended and Restated Bylaws, effective November 29, 2024. These amendments, approved by the company's Board of Directors and filed with the United States Securities and Exchange Commission, aim to refine governance practices and align with recent legal developments.
One significant change is the stipulation that only the board of directors or stockholders owning at least 25% of the company's outstanding common stock can call a special meeting. This amendment is designed to streamline the process and ensure that special meetings are convened with substantial shareholder interest.
Additionally, the updated bylaws introduce new procedural and disclosure requirements for stockholders calling special meetings. These include the necessity for the requesting stockholder to be a stockholder of record, ensuring transparency and accountability in the meeting process.
The amendments also modify the procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of proposals at stockholder meetings. These changes aim to clarify the scope of required disclosures and align with recent developments in Delaware law.
Furthermore, the bylaws address matters related to Rule 14a-19 under the Exchange Act, known as the Universal Proxy Rules. The company has established remedies if a stockholder fails to meet these requirements and mandates that nominating stockholders declare their intent to use the Universal Proxy Rules.
Other notable changes include adjustments to proxy use procedures, the authorization for the lead director to call special board meetings, and various ministerial and conforming updates.
These comprehensive amendments reflect Cboe Global Markets' commitment to robust corporate governance and its proactive approach to regulatory compliance and shareholder engagement.
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