FNCB BANCORP, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
? Section 1.02: Describe the business to be conducted at each annual meeting of
the Company's shareholders (other than the election of directors, which is
governed by Section 2.16 of the Amended and Restated Bylaws);
? Section 1.04: Provide greater specificity regarding the contents, delivery
requirements and waiver of the notice of meetings of the Company's
shareholders;
? Section 1.05: Provide for the order of presiding officer at each meeting of
the Company's shareholders in the event that the Chairman of the Board is
absent and provide that the order of business shall be determined by such
presiding officer;
? Section 1.06: Confirm that (i) each share of capital stock shall entitle the
shareholder thereof to one vote at the meeting of shareholders at which such
shareholder is present, in person or by proxy and (ii) candidates for election
as directors receiving the highest number of votes validly cast for each class
or group of classes, if any entitled to elect directors separately up to the
number of directors to be elected by the class or group of classes shall be
elected;
? Section 1.07: Update the procedures and disclosure requirements for proposed
business (other than the election of directors) at meetings of shareholders,
including a brief description of the business to be proposed at the meeting;
? Section 1.08: Provide additional information regarding the proposing
shareholder and any Shareholder Associated Person (as defined in the Amended
and Restated Bylaws);
? Sections 1.10-1.16: Confirm procedures of each meeting of shareholders,
including with respect to quorum, voting by ballot, adjournments, proxies,
inspector of elections, voting lists and participation in meetings by
electronic means;
? Section 1.17: Confirm that, consistent with Pennsylvania law, shareholders may
only take action by written consent is only permitted in the event unanimous
consent of all holders of capital stock of the Corporation entitled to vote
upon such action approve such action;
? Sections 2.09-2.10 and 2.13-2.14: Confirm procedures of each meeting of the
Board of Directors with respect to quorum, voting, adjournments, remote
participation in meetings and provide that the Board of Directors may adopt
such rules and regulations for conduct of meeting and other affairs of the
Company as they deem appropriate;
? Section 2.11: Provide for the position of Chairman of the Board of Directors
and clarify eligibility to fill such role;
? Section 2.12: Confirm that directors are entitled to receive compensation for
their services and reimbursement of their expenses for attending Board of
Directors and committee meetings, each as determined by resolution of the
Board of Directors from time to time;
? Section 2.14: Confirm that the Board of Directors and committees may act by
written consent without a meeting;
? Section 2.16: Update the procedures and disclosure requirements for the
nomination of director candidates for election at meetings of shareholders,
including to require additional information in a notice of nomination
submitted by a shareholder and to address the adoption by the U.S. Securities
and Exchange Commission of the "universal proxy card" rules, as set forth in
Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Universal
Proxy Card Rules"); such amendments require that nominating shareholders
comply with the Universal Proxy Card Rules, provide that a shareholder
nominee's director candidates will be disregarded by the Company if the
nominating shareholder has failed to provide evidence of its compliance with
the Universal Proxy Card Rules and address the color of proxy cards reserved
for use by the Company;
? Section 2.17: Confirm that the Board of Directors may, at its discretion,
designate one or more advisory committees;
? Section 3.02: Confirm that to the extent authority to take action has been
delegated to a committee of the Board of Directors, the committee shall be
subject to the same provisions and procedures applicable to the Board;
? Section 4.01: Confirm that any two or more offices may be filled by the same
person and officers need not be directors of the Company;
? Section 4.03: Clarify the ability of the Board of Directors to remove officers
or the President and the right to fill any vacancies in an office;
? Section 4.12: Confirm that salaries and other compensation of all officers
specifically identified in Section 4.01 of the Amended and Restated Bylaws
will be determined by the Board of Directors or a committee thereof and
compensation of other officers may be fixed by the President; and
? Section 9.01: Provide that, unless the Company consents in writing to the
selection of an alternative forum, the federal district courts of the United
States will, to the fullest extent permitted by law, be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended.
The amendments also include various conforming, technical and non-substantive changes.
The foregoing summary of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
1
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits Exhibits:
3.1 Amended and Restated Bylaws of
2
--------------------------------------------------------------------------------
© Edgar Online, source
