Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
In connection with the separation, Spirit, Holdings and
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
· require a stockholder that provides notice of its intent to nominate an
individual to the Board pursuant to the universal proxy rules to comply with all requirements of those rules and provide reasonable evidence of such compliance upon request;
· enhance the procedural mechanics and disclosure requirements in connection with
a stockholder's request to call a special meeting or nominate directors under Holdings' advance notice or proxy access bylaws;
· require a stockholder directly or indirectly soliciting proxies from other
stockholders to use a proxy card color other than white;
· adopt an exclusive forum bylaw designating the
ofDelaware (or, if theCourt of Chancery does not have jurisdiction, theUnited States District Court for the District of Delaware ) as the sole and exclusive forum for certain types of actions and proceedings; and
· conform portions of the Bylaws to the General Corporation Law of the State of
Delaware .
In addition, certain non-substantive changes and other technical edits and updates were made to the Bylaws.
The foregoing description of the amendments to the Bylaws is subject to, and qualified in its entirety by, the Bylaws, which are filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Tenth Amended and Restated Bylaws ofSpirit AeroSystems Holdings, Inc. 10.1 Separation Agreement and General Release, dated as ofJanuary 26, 2023 , by and amongSpirit AeroSystems, Inc. ,Spirit AeroSystems Holdings, Inc. andKevin Matthies . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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