UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | July 16, 2014 |
Huntington Bancshares Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)
Maryland | 1-34073 | 31-0724920 |
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
41 South High Street, Columbus, Ohio | 43287 | |
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
Registrants telephone number, including area code: | 614-480-8300 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 16, 2014, the Board of Directors of Huntington Bancshares Incorporated elected Eddie R. Munson to serve as a director of the company. Mr. Munson has been appointed to the Audit Committee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 16, 2014, the Board of Directors of Huntington Bancshares Incorporated adopted an amendment to its Bylaws. The Bylaws were amended to provide that no person shall be appointed, nominated or elected a director of the corporation after having attained the age of 72 years. Previously, this limitation applied to persons having attained the age of 70 years.
Item 8.01 Other Events.
On July 16, 2014, Huntington issued a press release announcing the appointment of Eddie R. Munson as a director. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 3.1 - Huntington Bancshares Incorporated, Amended and Restated Bylaws
Exhibit 99.1 – News Release of Huntington Bancshares Incorporated dated July 16, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Huntington Bancshares Incorporated | ||||
July 17, 2014 | By: |
Richard A. Cheap
|
||
|
||||
Name: Richard A. Cheap | ||||
Title: Secretary |
Exhibit Index
Exhibit No.
Description
Huntington Bancshares Incorporated, Amended and Restated Bylaws
News Release of Huntington Bancshares Incorporated dated July 16, 2014
Exhibit 3.1
HUNTINGTON BANCSHARES INCORPORATED
SECTION 1.01.
ANNUAL MEETING
. The Corporation shall hold an annual meeting of its
stockholders to elect directors and transact any other business within its powers, at such time and
on such date as the Board of Directors shall determine. In the absence of a determination by the
Board of Directors, the annual meeting of stockholders shall be held at 3:00 p.m. on the third
Thursday of April in each year if not a legal holiday, and if a legal holiday, then on the next
secular day following. At the annual meeting, the stockholders shall elect directors to the Board
of Directors and may transact any other business as may be brought before the annual meeting by the
Board of Directors or by any stockholder as set forth in Section 1.08 of these Bylaws.
SECTION 1.02.
SPECIAL MEETINGS
.
(a) General. The Chairman of the Board, the President, the Chief Executive Officer or the
Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of
this Section 1.02, a special meeting of stockholders shall also be called by the Secretary of the
Corporation to act on any matter that may properly be considered at a meeting of stockholders upon
the written request of stockholders entitled to cast not less than a majority of all the votes
entitled to be cast on such matter at such meeting.
(b) Stockholder-Requested Special Meetings. (1) Any stockholder of record seeking to have
stockholders request a special meeting shall, by sending written notice to the Secretary (the
Record Date Request Notice) by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to request a special meeting
(the Request Record Date). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders
of record as of the date of signature (or their agents duly authorized in a writing accompanying
the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such
agent) and shall set forth all information relating to each such stockholder
,
each individual whom
the stockholder proposes to nominate for election or reelection as a director and each matter
proposed to be acted on at the meeting that would be required to be disclosed in connection with
the solicitation of proxies for the election of directors or the election of each such individual,
as applicable
,
in an election contest (even if an election contest is not involved), or would
otherwise be required in connection with such a solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the Exchange Act). Upon receiving the Record Date
Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date
shall not precede and shall not be more than ten days after the close of business on the date on
which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the
Board of Directors, within ten days after the date on which a valid Record Date Request Notice is
received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall
be the close of business on the tenth day after the first date on which the Record Date Request
Notice is received by the Secretary.
(2) In order for any stockholder to request a special meeting to act on any matter that may
properly be considered at a meeting of stockholders, one or more written requests for a special
meeting (collectively, the Special Meeting Request) signed by stockholders of record (or their
agents duly authorized in a writing accompanying the request) as of the Request Record Date
entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at
such meeting (the Special Meeting Percentage) shall be delivered to the Secretary. In addition,
the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date
Request Notice received by the Secretary), (b) bear the date of signature of each such stockholder
(or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as
they appear in the Corporations books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of
stock of the Corporation which are owned (beneficially or of record) by each such stockholder and
(iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially
but not of record by such stockholder, (d) be sent to the Secretary by registered mail, return
receipt requested, and (e) be received by the Secretary within 60 days after the Request Record
Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the
revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the Secretary.
(3) The Secretary shall inform the requesting stockholders of the reasonably estimated cost of
preparing and delivering the notice of the meeting (including the Corporations proxy materials).
The Secretary shall not be required to call a special meeting upon stockholder request and such
meeting shall not be held unless, in addition to the documents required by paragraph (2) of this
Section 1.02(b), the Secretary receives payment of such reasonably estimated cost prior to the
preparation and mailing or delivery of such notice of the meeting.
(4) In the case of any special meeting called by the Secretary upon the request of
stockholders (a Stockholder-Requested Meeting), such meeting shall be held at such place, date
and time as may be designated by the Board of Directors;
provided
, however, that the date of any
Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting
(the Meeting Record Date); and
provided further
that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting Request is actually received
by the Secretary (the Delivery Date), a date and time for a Stockholder-Requested Meeting, then
such meeting shall be held at 2:00 p.m., local time, on the 90
th
day after the Meeting
Record Date or, if such 90
th
day is not a Business Day (as defined below), on the first
preceding Business Day; and
provided further
that in the event that the Board of Directors fails to
designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then
such meeting shall be held at the principal executive office of the Corporation. In fixing a date
for any special meeting, the Chairman of the Board, the Chief Executive Officer, the President or
the Board of Directors may consider such factors as he, she or it deems relevant, including,
without limitation, the nature of the matters to be considered, the facts and circumstances
surrounding any request for the meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date,
then the close of business on the 30
th
day after the Delivery Date shall be the Meeting
Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in
the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of
this Section 1.02(b).
(5) If written revocations of the Special Meeting Request have been delivered to the Secretary
and the result is that stockholders of record (or their agents duly authorized in writing), as of
the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered,
and not revoked, requests for a special meeting on the matter to the Secretary: (i) if the notice
of meeting has not already been delivered, the Secretary shall refrain from delivering the notice
of the meeting and send to all requesting stockholders who have not revoked such requests written
notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of
meeting has been delivered and if the Secretary first sends to all requesting stockholders who have
not revoked requests for a special meeting on the matter written notice of any revocation of a
request for the special meeting and written notice of the Corporations intention to revoke the
notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on
the matter, (A) the Secretary may revoke the notice of the meeting at any time before ten days
before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to
order and adjourn the meeting without acting on the matter. Any request for a special meeting
received after a revocation by the Secretary of a notice of a meeting shall be considered a request
for a new special meeting.
(6) The Chairman of the Board, the Chief Executive Officer, the President or the Board of
Directors may appoint regionally or nationally recognized independent inspectors of elections to
act as the agent of the Corporation for the purpose of promptly performing a ministerial review of
the validity of any purported Special Meeting Request received by the Secretary. For the purpose
of permitting the inspectors to perform such review, no such purported Special Meeting Request
shall be deemed to have been received by the Secretary until the earlier of (i) five Business Days
after actual receipt by the Secretary of such purported request and (ii) such date as the
independent inspectors certify to the Corporation that the valid requests received by the Secretary
represent, as of the Request Record Date, stockholders of record entitled to cast not less than the
Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed
to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the
validity of any request, whether during or after such five Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, Business Day shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by
law or executive order to close.
SECTION 1.03.
PLACE OF MEETINGS
. All meetings of stockholders shall be held at the
principal executive office of the Corporation or at such other place as shall be set in accordance
with these Bylaws and stated in the notice of the meeting.
SECTION 1.04.
NOTICE OF MEETINGS; WAIVER OF NOTICE
. Not less than ten nor more than
90 days before each stockholders meeting, the Secretary shall give written notice of the meeting
to each stockholder entitled to vote at the meeting and each other stockholder entitled by statute
to notice of the meeting, in writing or by electronic transmission stating the time and place of
the meeting and, if the meeting is a special meeting or notice of the purpose is required by
statute, the purpose of the meeting, by mail, by presenting it to such stockholder personally, by
leaving it at the stockholders residence or usual place of business or by any other means
permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in
the United States mail addressed to the stockholder at the stockholders address as it appears on
the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such
notice shall be deemed to be given when transmitted to the stockholder by an electronic
transmission to any address or number of the stockholder at which the stockholder receives
electronic transmissions. A single notice to all stockholders who share an address shall be
effective as to any stockholder at such address who consents to such notice or after having been
notified of the Corporations intent to give a single notice fails to object in writing to such
single notice within 60 days. Failure to give notice of any meeting to one or more stockholders,
or any irregularity in such notice, shall not affect the validity of any meeting fixed in
accordance with this Article I or the validity of any proceedings at any such meeting.
Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if he
before or after the meeting signs a waiver of the notice which is filed with the records of
stockholders meetings, or is present at the meeting in person or by proxy. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders
(other than a special meeting requested by the stockholders pursuant to Section 1.02) may be
cancelled, by resolution of the Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.
SECTION 1.05.
QUORUM; VOTING
. Unless statute or the Charter of the Corporation (the
Charter) provides otherwise, at any meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting
constitutes a quorum. A nominee for election to the Board of Directors at a meeting of
stockholders shall be elected only if the number of votes cast for such nominees election
exceeds the number of votes cast against or affirmatively withheld as to such nominees
election;
provided,
however, that if, on either the date of the Corporations proxy statement for
the meeting or on the date of the meeting, the number of nominees exceeds the number of directors
to be elected, the directors shall be elected by a plurality of all the votes cast at the meeting.
Each share may be voted for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted. A majority of the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more than a majority of the votes cast is
required by statute or by the Charter. Unless otherwise provided by statute or by the Charter,
each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted
to a vote at a meeting of stockholders.
The stockholders present either in person or by proxy, at a meeting which has been duly called
and at which a quorum has been established, may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be
required to establish a quorum.
SECTION 1.06.
ADJOURNMENTS
. Whether or not a quorum is present, a meeting of
stockholders may be adjourned from time to time by the chairman of the meeting. Any business which
might have been transacted at the meeting as originally notified may be deferred and transacted at
any such adjourned meeting at which a quorum shall be present. No further notice of an adjourned
meeting other than by announcement shall be necessary if held on a date not more than 120 days
after the original record date.
SECTION 1.07.
GENERAL RIGHT TO VOTE; PROXIES
. Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, is entitled to one vote on each matter to be submitted at a
meeting of stockholders. A stockholder may vote the stock the stockholder owns of record either in
person or by proxy executed by the stockholder or by the stockholders duly authorized agent in any
manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with
the Secretary of the Corporation before or at the meeting. Unless a proxy provides otherwise, it
is not valid more than 11 months after its date.
SECTION 1.08.
ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER
PROPOSALS
.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board
of Directors and the proposal of other business to be considered by the stockholders may be made at
an annual meeting of stockholders (i) pursuant to the Corporations notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record both at the time of giving of notice by the stockholder as provided for in
this Section 1.08 (a) and at the time of the annual meeting, who is entitled to vote at the meeting
in the election of each individual so nominated or on any such other business and who has complied
with this Section 1.08(a).
(2) For any nomination or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 1.08, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation and any such other
business must otherwise be a proper matter for action by the stockholders. To be timely, a
stockholders notice shall set forth all information required under this Section 1.08 and shall be
delivered to the Secretary at the principal executive office of the Corporation not earlier than
the 150
th
day nor later than 5:00 p.m., Eastern Time, on the 120
th
day prior
to the first anniversary of the date of the proxy statement (as defined in Section 1.08(c)(3) of
this Article I) for the preceding years annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding years annual meeting, notice by the stockholder to be
timely must be so delivered not earlier than the 150
th
day prior to the date of such
annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120
th
day
prior to the date of such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. The public announcement of a postponement
or adjournment of an annual meeting shall not commence a new time period for the giving of a
stockholders notice as described above.
(3) Such stockholders notice shall set forth:
(i) as to each individual whom the stockholder proposes to nominate for election or reelection
as a director (each, a Proposed Nominee), all information relating to the Proposed Nominee that
would be required to be disclosed in connection with the solicitation of proxies for the election
of the Proposed Nominee as a director in an election contest (even if an election contest is not
involved), or would otherwise be required in connection with such solicitation, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act;
(ii) as to any other business that the stockholder proposes to bring before the meeting, a
description of such business, the stockholders reasons for proposing such business at the meeting
and any material interest in such business of such stockholder or any Stockholder Associated Person
(as defined below), individually or in the aggregate, including any anticipated benefit to the
stockholder or the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder
Associated Person,
(A) the class, series and number of all shares of stock or other securities of the Corporation
or any affiliate thereof (collectively, the Company Securities), if any, which are owned
(beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person,
the date on which each such Company Security was acquired and the investment intent of such
acquisition, and any short interest (including any opportunity to profit or share in any benefit
from any decrease in the price of such stock or other security) in any Company Securities of any
such person,
(B) the nominee holder for, and number of, any Company Securities owned beneficially but not
of record by such stockholder, Proposed Nominee or Stockholder Associated Person, and
(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder
Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to
or during the last six months has engaged in any hedging, derivative or other transaction or series
of transactions or entered into any other agreement, arrangement or understanding (including any
short interest, any borrowing or lending of securities or any proxy or voting agreement), the
effect or intent of which is to (I) manage risk or benefit of changes in the price of Company
Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase
or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person
in the Corporation or any affiliate thereof disproportionately to such persons economic interest
in the Company Securities; and
(D) any substantial interest, direct or indirect (including, without limitation, any existing
or prospective commercial, business or contractual relationship with the Corporation), by security
holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in
the Corporation or any affiliate thereof, other than an interest arising from the ownership of
Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person
receives no extra or special benefit not shared on a
pro rata
basis by all other holders of the
same class or series;
(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an
interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section
1.08(a) and any Proposed Nominee,
(A) the name and address of such stockholder, as they appear on the Corporations stock
ledger, and the current name and business address, if different, of each such Stockholder
Associated Person and any Proposed Nominee and
(B) the investment strategy or objective, if any, of such stockholder and each such
Stockholder Associated Person who is not an individual and a copy of the prospectus, offering
memorandum or similar document, if any, provided to investors or potential investors in such
stockholder and each such Stockholder Associated Person;
(v) the name and address of any person who contacted or was contacted by the stockholder
giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business
proposal prior to the date of such stockholders notice; and
(vi) to the extent known by the stockholder giving the notice, the name and address of any
other stockholder supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholders notice.
(4) Such stockholders notice shall, with respect to any Proposed Nominee, be accompanied by a
certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not,
and will not become, a party to any agreement, arrangement or understanding with any person or
entity other than the Corporation in connection with service or action as a director that has not
been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected;
and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be
provided by the Corporation, upon request, to the stockholder providing the notice and shall
include all information relating to the Proposed Nominee that would be required to be disclosed in
connection with the solicitation of proxies for the election of the Proposed Nominee as a director
in an election contest (even if an election contest is not involved), or would otherwise be
required in connection with such solicitation, in each case pursuant to Regulation 14A (or any
successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant
to the rules of any national securities exchange on which any securities of the Corporation are
listed or over-the-counter market on which any securities of the Corporation are traded).
(5) Notwithstanding anything in this subsection (a) of this Section 1.08 to the contrary, in
the event that the number of directors to be elected to the Board of Directors is increased, and
there is no public announcement of such action at least 130 days prior to the first anniversary of
the date of the proxy statement (as defined in Section 1.08(c)(3) of this Article I) for the
preceding years annual meeting, a stockholders notice required by this Section 1.08(a) shall also
be considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive office of the
Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which
such public announcement is first made by the Corporation.
(6) For purposes of this Section 1.08, Stockholder Associated Person of any stockholder
shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of
shares of stock of the Corporation owned of record or beneficially by such stockholder (other than
a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common control with, such
stockholder or such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations
notice of meeting. Nominations of individuals for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected only (i) by or at the
direction of the Board of Directors
,
(ii) by a stockholder that has requested that a special
meeting be called for the purpose of electing directors in compliance with Section 1.02 of this
Article I and that has supplied the information required by Section 1.02 of this Article I about
each individual whom the stockholder proposes to nominate for election of directors or (iii)
provided that the special meeting has been called in accordance with Section 1.02 of this Article I
for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder
of record both at the time of giving of notice provided for in this Section 1.08 and at the time of
the special meeting, who is entitled to vote at the meeting in the election of each individual so
nominated and who has complied with the notice procedures set forth in this Section 1.08. In the
event the Corporation calls a special meeting of stockholders for the purpose of electing one or
more individuals to the Board of Directors, any stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the Corporations
notice of meeting, if the stockholders notice, containing the information required by paragraphs
(a)(3) and (4) of this Section 1.08, is delivered to the Secretary at the principal executive
office of the Corporation not earlier than the 120
th
day prior to such special meeting
and not later than 5:00 p.m., Eastern Time on the later of the 90
th
day prior to such
special meeting or the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. The public announcement of a postponement or adjournment of a special
meeting shall not commence a new time period for the giving of a stockholders notice as described
above.
(c) General. (1) If information submitted pursuant to this Section 1.08 by any stockholder
proposing a nominee for election as a director or any proposal for other business at a meeting of
stockholders shall be inaccurate in any material respect, such information may be deemed not to
have been provided in accordance with this Section 1.08. Any such stockholder shall notify the
Corporation of any inaccuracy or change (within two Business Days of becoming aware of such
inaccuracy or change) in any such information. Upon written request by the Secretary or the Board
of Directors, any such stockholder shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), (A) written verification,
satisfactory, in the discretion of the Board of Directors or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant
to this Section 1.08, and (B) a written update of any information (including, if requested by the
Corporation, written confirmation by such stockholder that it continues to intend to bring such
nomination or other business proposal before the meeting) submitted by the stockholder pursuant to
this Section 1.08 as of an earlier date. If a stockholder fails to provide such written
verification or written update within such period, the information as to which written verification
or a written update was requested may be deemed not to have been provided in accordance with this
Section 1.08.
(2) Only such individuals who are nominated in accordance with this Section 1.08 shall be
eligible for election by stockholders as directors, and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in accordance with this
Section 1.08. The chairman of the meeting shall have the power to determine whether a nomination
or any other business proposed to be brought before the meeting was made or proposed, as the case
may be, in accordance with this Section 1.08.
(3) For purposes of this Section 1.08, the date of the proxy statement shall have the same
meaning as the date of the companys proxy statement released to shareholders as used in Rule
14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange
Commission from time to time. Public announcement shall mean disclosure (i) in a press release
reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other
widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to the Exchange Act.
(4) Notwithstanding the foregoing provisions of this Section 1.08, a stockholder shall also
comply with all applicable requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 1.08. Nothing in this
Section 1.08 shall be deemed to affect any right of a stockholder to request inclusion of a
proposal in, or the right of the Corporation to omit a proposal from, the Corporations proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in
this Section 1.08 shall require disclosure of revocable proxies received by the stockholder or
Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an
effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of
the Exchange Act.
SECTION 1.09.
ORGANIZATION AND CONDUCT
. Every meeting of stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in
the absence of such appointment or appointed individual, by the Chairman of the Board or, in the
case of a vacancy in the office or absence of the Chairman of the Board, by one of the following
officers present at the meeting in the following order: the Vice Chairman of the Board, if there
is one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and
seniority, the Secretary, or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by stockholders present in person or by
proxy. The Secretary, or, in the Secretarys absence, an Assistant Secretary, or, in the absence
of both the Secretary and Assistant Secretaries, an individual appointed by the Board of Directors
or, in the absence of such appointment, an individual appointed by the chairman of the meeting
shall act as Secretary. In the event that the Secretary presides at a meeting of stockholders, an
Assistant Secretary, or, in the absence of all Assistant Secretaries, an individual appointed by
the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in the discretion of the chairman and without
any action by the stockholders, are appropriate for the proper conduct of the meeting, including,
without limitation, (a) restricting admission to the time set for the commencement of the meeting;
(b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly
authorized proxies and such other individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of the Corporation
entitled to vote on such matter, their duly authorized proxies and other such individuals as the
chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e)
determining when and for how long the polls should be opened and when the polls should be closed;
(f) maintaining order and security at the meeting; (g) removing any stockholder or any other
individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the
chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later
date and time and at a place announced at the meeting; and (i) complying with any state and local
laws and regulations concerning safety and security. Unless otherwise determined by the chairman
of the meeting, meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
No vote need be taken by ballot unless otherwise ordered by the chairman of the meeting.
SECTION 1.10.
INSPECTORS
. The Board of Directors or the chairman of the meeting may
appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the
inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any,
shall (i) determine the number of shares of stock represented at the meeting, in person or by
proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or
consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all
challenges and questions arising in connection with the right to vote, and (v) do such acts as are
proper to fairly conduct the election or vote. Each such report shall be in writing and signed by
the inspector or by a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be
prima facie
evidence thereof.
ARTICLE II.
SECTION 2.01.
FUNCTION OF DIRECTORS
. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. All powers of the Corporation may
be exercised by or under authority of the Board of Directors, except as conferred on or reserved to
the stockholders by statute or by the Charter or these Bylaws.
SECTION 2.02.
NUMBER OF DIRECTORS; QUALIFICATIONS
. The Corporation shall have the
number of directors provided by the Charter until changed as provided in this Section 2.02. A
majority of the entire Board of Directors may alter the number of directors set by the Charter to
not more than 25 nor less than three directors; provided that any such action may not affect the
tenure of office of any director. No person shall be appointed, nominated or elected a director of
the Corporation after having attained the age of 72 years.
SECTION 2.03.
ELECTION AND TENURE OF DIRECTORS
. At each annual meeting of
stockholders each director shall be elected for a one-year term, and subject to removal, death,
resignation, retirement or disqualification, shall hold office until the next annual meeting and
until his or her successor shall be elected and qualify. A director may resign at any time by
delivering his or her resignation to the Board of Directors, the Chairman of the Board or the
Secretary. Any resignation shall take effect immediately upon its receipt or at such later time
specified in the resignation. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation. A director may otherwise be removed from
office only for cause by the affirmative vote of the holders of two-thirds of all the votes
entitled to be cast for the election of directors.
SECTION 2.04.
VACANCY ON BOARD
. If for any reason any or all of the directors cease
to be directors, such event shall not terminate the Corporation or affect these Bylaws or the
powers of the remaining directors hereunder. The stockholders may elect a successor to fill a
vacancy on the Board of Directors which results from the retirement or removal of a director. A
majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a
vacancy on the Board of Directors which results from any cause except an increase in the number of
directors and a majority of the entire Board of Directors may fill a vacancy which results from an
increase in the number of directors. Any director elected to fill a vacancy shall serve for the
remainder of the full term of the directorship in which the vacancy occurred and until a successor
is elected and qualifies.
SECTION 2.05.
REGULAR MEETINGS
. After each annual meeting of stockholders at which
directors shall have been elected, the Board of Directors shall meet as soon as practicable for the
purpose of organization and the transaction of other business. Such first regular meeting shall be
held at any place as may be designated by the Chairman, the President or the Board of Directors for
such first regular meeting, or in default of such designation at the place of the holding of the
immediately preceding meeting of stockholders. Any other regular meeting of the Board of Directors
shall be held on such date and at any place as may be designated from time to time by the Chairman
of the Board. No notice of such regular meetings shall be necessary if held as hereinabove
provided.
SECTION 2.06.
SPECIAL MEETINGS
. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the Lead Director, if there be one, the President
or by a majority of the then-acting directors by vote at a meeting or in writing, or by a majority
of the members of the executive committee, if one be constituted, by vote at a meeting or in
writing. A special meeting of the Board of Directors shall be held on such date and at any place
as may be designated from time to time by the Board of Directors. In the absence of such
designation, such meeting shall be held at such place as may be designated in the call.
SECTION 2.07.
NOTICE OF MEETING
. Except as provided in Section 2.05, the Secretary
shall give notice or cause to be given to each director of each regular and special meeting of the
Board of Directors. The notice shall state the time and place of the meeting. Notice shall be
delivered personally or by telephone, electronic mail, facsimile transmission, courier or United
States mail to each director at his or her business or residence address. Notice by personal
delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours
prior to the meeting; provided, however, that notice of a special meeting which is called by the
Chairman, the President, or the Lead Director, if there be one, is given to a director when it is
delivered personally to him or sent by telephone, electronic mail or facsimile transmission at
least one hour before the time of the meeting. Notice by United States mail shall be given at
least three days prior to the meeting. Notice by courier shall be given at least two days prior to
the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is
personally given such notice in a telephone call to which the director or his or her agent is a
party. Electronic mail notice shall be deemed to be given upon transmission of the message to the
electronic mail address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message to the number given
to the Corporation by the director and receipt of a completed answer-back indicating receipt.
Notice by United States mail shall be deemed to be given when deposited in the United States mail
properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given
when deposited with or delivered to a courier properly addressed. Unless a statute, these Bylaws
or a resolution of the Board of Directors provides otherwise, the notice need not state the
business to be transacted at or the purposes of any regular or special meeting of the Board of
Directors. No notice of any meeting of the Board of Directors need be given to any director who
attends, or to any director who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any regular or special meeting of
the Board of Directors may adjourn from time to time to reconvene at the same or some other place,
and no notice need be given of any such adjourned meeting other than by announcement.
SECTION 2.08.
QUORUM
. A majority of the directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that, if less than a
majority of such directors is present at such meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice, and provided further that if,
pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage
of a particular group of directors is required for action, a quorum must also include a majority or
such other percentage of such group.
The directors present at a meeting which has been duly called and at which a quorum has been
established may continue to transact business until adjournment, notwithstanding the withdrawal
from the meeting of enough directors to leave fewer than required to establish a quorum.
SECTION 2.09.
VOTING
. The action of a majority of the directors present at a meeting
at which a quorum is present shall be the action of the Board of Directors, unless the concurrence
of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.
If enough directors have withdrawn from a meeting to leave fewer than required to establish a
quorum, but the meeting is not adjourned, the action of the majority of that number of directors
necessary to constitute a quorum at such meeting shall be the action of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by applicable law, the
Charter or these Bylaws.
SECTION 2.10.
ORGANIZATION
. At each meeting of the Board of Directors, the Chairman
of the Board or, in the absence of the Chairman, the Vice Chairman of the Board, if any, shall act
as chairman of the meeting. In the absence of both the Chairman and Vice Chairman of the Board,
the Chief Executive Officer or, in the absence of the Chief Executive Officer, the President or, in
the absence of the President, a director chosen by a majority of the directors present, shall act
as chairman of the meeting. The Secretary or, in his or her absence, an Assistant Secretary of the
Corporation, or, in the absence of the Secretary and all Assistant Secretaries, an individual
appointed by the chairman of the meeting, shall act as secretary of the meeting.
SECTION 2.11.
CONSENT BY DIRECTORS WITHOUT A MEETING
. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a
consent in writing or by electronic transmission to such action is given by each director and is
filed with the minutes of proceedings of the Board of Directors.
SECTION 2.12.
MEETING BY CONFERENCE TELEPHONE
. Members of the Board of Directors may
participate in a meeting by means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in person at a meeting.
SECTION 2.13.
COMPENSATION
. The Board of Directors shall have the authority to fix
the compensation of the Directors. The directors may be paid their expenses, if any, of attendance
at each regular and special meeting of the Board of Directors or committees thereof. In addition,
by resolution of the Board of Directors, a stated annual retainer and/or a fixed sum for attendance
at each regular or special meeting of the Board of Directors or committees thereof, and other
compensation for their services as such, may be paid to directors. A director who serves the
Corporation in any other capacity also may receive compensation for such other services.
SECTION 2.14.
LEAD DIRECTOR
. The Board of Directors shall have the authority to elect
a Lead Director with the responsibilities set forth herein and as established from time to time by
the Board of Directors.
SECTION 2.15.
RATIFICATION
. The Board of Directors or the stockholders may ratify and
make binding on the Corporation any action or inaction by the Corporation or its officers to the
extent that the Board of Directors or the stockholders could have originally authorized the matter.
Moreover, any action or inaction questioned in any stockholders derivative proceeding or any
other proceeding on the ground of lack of authority, defective or irregular execution, adverse
interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of
improper principles or practices of accounting or otherwise, may be ratified, before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same
force and effect as if the questioned action or inaction had been originally duly authorized, and
such ratification shall be binding upon the Corporation and its stockholders and shall constitute a
bar to any claim or execution of any judgment in respect of such questioned action or inaction.
SECTION 2.16.
EMERGENCY PROVISIONS
. Notwithstanding any other provision in the
Charter or these Bylaws, this Section 2.16 shall apply during the existence of any catastrophe, or
other similar emergency condition, as a result of which a quorum of the Board of Directors under
Article II of these Bylaws cannot readily be obtained (an Emergency). During any Emergency,
unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a
committee thereof may be called by any director or officer by any means feasible under the
circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be
given less than 24 hours prior to the meeting to as many directors and by such means as may be
feasible at the time, including publication, television or radio; and (iii) the number of directors
necessary to constitute a quorum shall be one-third of the entire Board of Directors.
ARTICLE III.
SECTION 3.01.
COMMITTEES
. The Board of Directors may appoint from among its members
an Executive Committee and other committees composed of one or more directors and delegate to these
committees any of the powers of the Board of Directors, except as prohibited by law.
SECTION 3.02.
COMMITTEE PROCEDURE
. The Board of Directors shall have the power to
prescribe the manner in which proceedings of each committee shall be held. Notice of committee
meetings shall be given in the same manner as notice for special meetings of the Board of
Directors. The Board of Directors may designate a chairman of any committee, and such chairman or,
in the absence of a chairman, any two members of any committee (if there are at least two members
of the committee) may fix the time and place of its meeting unless the Board shall otherwise
provide. Unless the Board of Directors shall otherwise provide, the actions of each committee
shall be governed by the following rules of procedure. A majority of the members of a committee
shall constitute a quorum for the transaction of business and the act of a majority of those
present at a meeting at which a quorum is present shall be the act of the committee. The members
of a committee present at any meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Any action required or permitted to be taken at
any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent
in writing or by electronic transmission to such action is given by each member of the committee
and is filed with the minutes of proceedings of such committee. The members of a committee may
conduct any meeting thereof by conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in person at a meeting. In the absence of any
prescription by the Board of Directors or any applicable provision of these Bylaws, each committee
may prescribe the manner in which its proceedings shall be conducted.
SECTION 3.03.
DELEGATION
. The Board of Directors may delegate to officers, employees
or agents, the performance of duties not specifically required by law or these Bylaws to be
performed by the Board of Directors.
ARTICLE IV.
SECTION 4.01.
EXECUTIVE AND OTHER OFFICERS
. The officers of the Corporation shall
include a President, a Secretary and a Treasurer and may include a Chairman of the Board, a Vice
Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents (which may be
designated Senior Executive Vice President, Executive Vice President, Senior Vice President or Vice
President), a Chief Operating Officer, a Chief Financial Officer, one or more Assistant Secretaries
and one or more Assistant Treasurers. Each officer shall serve until his or her successor is
elected and qualifies or until his or her death, or his or her resignation or removal in the manner
hereinafter provided. Any two or more offices except President and Vice President may be held by
the same person. Election of an officer or agent shall not of itself create contract rights
between the Corporation and such officer or agent.
SECTION 4.02.
ELECTION, TENURE, REMOVAL AND RESIGNATION OF OFFICERS
. The Board of
Directors or any committee of the Board of Directors shall elect the officers with such powers and
duties as it shall deem necessary or desirable or may from time to time authorize any non-Board
committee or officer to appoint any officer subordinate to the level of Senior Vice President,
including any Vice President and any assistant and subordinate officers. The officers shall be
appointed to hold their respective offices at the pleasure of the Board of Directors. The Board of
Directors or, as to any assistant or subordinate officer, any committee or officer authorized by
the Board of Directors, may remove an officer at any time. The removal of an officer shall not
prejudice any of his or her contractual rights. The Board of Directors or, as to any assistant or
subordinate officer, any committee or officer authorized by the Board of Directors, may fill a
vacancy which occurs in any office.
SECTION 4.03.
CHAIRMAN OF THE BOARD
. The Board of Directors may designate from among
its members a Chairman of the Board, who shall not, solely by reason of these Bylaws, be an officer
of the Corporation. The Board of Directors may designate the Chairman of the Board as an executive
or non-executive chairman. The Chairman of the Board shall preside over the meetings of the Board
of Directors. The Chairman of the Board shall perform such other duties as may be assigned to him
or her by these Bylaws or the Board of Directors.
SECTION 4.04.
CHIEF EXECUTIVE OFFICER
. The Board of Directors may designate a Chief
Executive Officer. In the absence of such designation, the Chairman of the Board shall be the
Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general
responsibility for implementation of the policies of the Corporation, as determined by the Board of
Directors, and for the management of the business and affairs of the Corporation. He or she may
execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution
thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise executed; and in
general shall perform all duties incident to the office of Chief Executive Officer and such other
duties as may be prescribed by the Board of Directors from time to time.
SECTION 4.05.
PRESIDENT
. The President, in the absence of the Chairman of the Board,
shall preside at all meetings of the Board of Directors and of the stockholders at which he shall
be present; he may sign and execute, in the name of the Corporation, all authorized deeds,
mortgages, bonds, contracts or other instruments of every description. In general, he shall
perform all duties usually performed by a president of a corporation and such other duties as are
from time to time assigned to him by the Board of Directors or the Chief Executive Officer of the
Corporation.
SECTION 4.06.
CHIEF OPERATING OFFICER
. The Board of Directors may designate a Chief
Operating Officer. The Chief Operating Officer shall have the responsibilities and duties as
determined by the Board of Directors or the Chief Executive Officer.
SECTION 4.07.
CHIEF FINANCIAL OFFICER
. The Board of Directors may designate a Chief
Financial Officer. The Chief Financial Officer shall have the responsibilities and duties as
determined by the Board of Directors or the Chief Executive Officer.
SECTION 4.08.
VICE PRESIDENTS
. The Vice President or Vice Presidents, at the request
of the Chief Executive Officer or the President, or in the Presidents absence or during his or her
inability to act, shall perform the duties and exercise the functions of the President, and when so
acting shall have the powers of the President. If there be more than one Vice President, the Board
of Directors may determine which one or more of the Vice Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made by the Board of
Directors, the Chief Executive Officer or the President may make such determination; otherwise any
of the Vice Presidents may perform any of such duties or exercise any of such functions. The Vice
President or Vice Presidents shall have such other powers and perform such other duties, and have
such additional descriptive designations in their titles, if any, as are from time to time assigned
to them by the Board of Directors, the Chief Executive Officer, or the President.
SECTION 4.09.
SECRETARY
. The Secretary shall keep the minutes of the meetings of the
stockholders and the Board of Directors in books provided for such purpose; he shall see that all
notices are duly given in accordance with the provision of these Bylaws or as required by law; he
shall be custodian of the records of the Corporation; he may witness any document on behalf of the
Corporation, the execution of which is duly authorized, see that the corporate seal is affixed
where such document is required or desired to be under its seal, and, when so affixed, may attest
the same; and, in general, he shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as are from time to time assigned to him by the Board of
Directors, the Chief Executive Officer, or the President.
SECTION 4.10.
TREASURER
. The Treasurer shall have charge of and be responsible for
all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all moneys or other valuable effects in such
banks, trust companies or other depositories as shall, from time to time, be selected by the
executive officers. He shall render to the Chief Executive Officer, the President and the Board of
Directors, whenever requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as are from time to time assigned to him by the Board of Directors, the Chief
Executive Officer, or the President.
SECTION 4.11.
ASSISTANT AND SUBORDINATE OFFICERS
. The assistant and subordinate
officers of the Corporation are all officers below the office of Vice President, Secretary, or
Treasurer. The assistant or subordinate officers shall have such duties as are from time to time
assigned to them by the Board of Directors, the Chief Executive Officer, the President or any
committee or officer authorized by the Board of Directors to appoint any such assistant and
subordinate officers.
SECTION 4.12
COMPENSATION
. The compensation of the officers shall be fixed from time
to time by or under the authority of the Board of Directors and no officer shall be prevented from
receiving such compensation by reason of the fact that he or she is also a director.
ARTICLE V.
SECTION 5.01.
CERTIFICATES FOR STOCK
. Except as may be otherwise provided by the
Board of Directors, stockholders of the Corporation are not entitled to certificates representing
the shares of stock held by them. In the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be in such form as prescribed by the Board of
Directors or a duly authorized officer, shall contain the statements and information required by
the Maryland General Corporation Law (MGCL) and shall be signed by the officers of the
Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares
of stock without certificates, the Corporation shall, to the extent then required by the MGCL,
provide to the record holders of such shares a written statement of the information required by the
MGCL to be included on stock certificates. There shall be no differences in the rights and
obligations of stockholders based on whether or not their shares are represented by certificates.
SECTION 5.02.
TRANSFER
. All transfers of shares of stock shall be made on the books
of the Corporation, by the holder of the shares, in person or by his or her attorney or agent, in
such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such
shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new
certificate upon the transfer of certificated shares is subject to the determination of the Board
of Directors that such shares shall no longer be represented by certificates. Upon the transfer of
any uncertificated shares, the Corporation shall, to the extent then required by the MGCL, provide
to the record holders of such shares a written statement of the information required by the MGCL to
be included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to, interest in or right exercisable with respect to such share or on the part of any other
person, whether or not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of any class or series of stock will be
subject in all respects to the Charter and all of the terms and conditions contained therein.
SECTION 5.03.
FIXING OF RECORD DATE
. The Board of Directors may set, in advance, a
record date for the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or determining stockholders entitled to receive payment of any dividend or
the allotment of any other rights, or in order to make a determination of stockholders for any
other proper purpose. Such date, in any case, shall not be prior to the close of business on the
day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders of record is to be held or taken.
When a record date for the determination of stockholders entitled to notice of and to vote at
any meeting of stockholders has been set as provided in this Section 5.03, such record date shall
continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or
postponed to a date more than 120 days after the record date originally fixed for the meeting, in
which case a new record date for such meeting may be determined as set forth herein.
SECTION 5.04.
STOCK LEDGER
. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of stock of each class
which the stockholder holds. The stock ledger may be in written form or in any other form which
can be converted within a reasonable time into written form for visual inspection. The original or
a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the executive offices of the Corporation.
SECTION 5.06.
LOST STOCK CERTIFICATES
. Any officer of the Corporation may direct a
new certificate or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated,
upon the making of an affidavit of that fact by the person claiming the certificate to be lost,
destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated,
no new certificate shall be issued unless requested in writing by such stockholder and the Board of
Directors has determined that such certificates may be issued. Unless otherwise determined by an
officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or
certificates, or his or her legal representative, shall be required, as a condition precedent to
the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as
it may direct as indemnity against any claim that may be made against the Corporation.
SECTION 5.07.
FRACTIONAL STOCK; ISSUANCE OF UNITS
. The Board of Directors may
authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such
terms and under such conditions as it may determine. Notwithstanding any other provision of the
Charter or these Bylaws, the Board of Directors may issue units consisting of different securities
of the Corporation. Any security issued in a unit shall have the same characteristics as any
identical securities issued by the Corporation, except that the Board of Directors may provide that
for a specified period securities of the Corporation issued in such unit may be transferred on the
books of the Corporation only in such unit.
ARTICLE VI.
SECTION 6.01.
CHECKS, DRAFTS, ETC
. All checks, drafts and orders for the payment of
money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be
signed by such officer or agent of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.
SECTION 6.02.
ANNUAL STATEMENT OF AFFAIRS
. The Chairman, President, a Vice President
or the Treasurer shall prepare or cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement of operations for
the preceding fiscal year.
SECTION 6.03.
FISCAL YEAR
. The fiscal year of the Corporation shall be the twelve
calendar months period ending December 31 in each year, unless otherwise provided by the Board of
Directors.
SECTION 6.04.
DIVIDENDS
. If declared by the Board of Directors at any meeting
thereof, the Corporation may pay dividends on its shares in cash, property, or in shares of the
capital stock of the Corporation, unless such dividend is contrary to law or to a restriction
contained in the Charter.
ARTICLE VII.
SECTION 7.01.
BOOKS AND RECORDS
. The Corporation shall keep correct and complete
books and records of its accounts and transactions and minutes of the proceedings of its
stockholders and Board of Directors and of any executive or other committee when exercising any of
the powers of the Board of Directors. The books and records of the Corporation may be in written
form or in any other form which can be converted within a reasonable time into written form for
visual inspection. Minutes shall be recorded in written form but may be maintained in the form of
a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal
office of the Corporation.
SECTION 7.02.
CORPORATE SEAL
. The Board of Directors shall provide a suitable seal,
bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of
Directors may authorize one or more duplicate seals and provide for the custody thereof. If the
Corporation is required to place its corporate seal to a document, it is sufficient to meet the
requirement of any law, rule, or regulation relating to a corporate seal to place the word Seal
adjacent to the signature of the person authorized to sign the document on behalf of the
Corporation.
SECTION 7.03.
BONDS
. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful
discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory
to the Board of Directors.
SECTION 7.04.
VOTING UPON SHARES IN OTHER CORPORATIONS
. Stock of other corporations
or associations which is registered in the name of, or beneficially owned by, the Corporation, or
which the Corporation is entitled to vote or direct the voting of in its fiduciary capacity or
otherwise, may be voted by the Chairman, the President, any Vice President, or a proxy appointed by
any of them. The Board of Directors, however, may by resolution appoint some other person to vote
such shares, in which case such person shall be entitled to vote such shares upon the production of
a certified copy of such resolution.
SECTION 7.05.
EXECUTION OF DOCUMENTS
. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver any instrument in the name of
and on behalf of the Corporation and such authority may be general or confined to specific
instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon
the Corporation when duly authorized or ratified by action of the Board of Directors and executed
by an authorized person. A person who holds more than one office in the Corporation may not act in
more than one capacity to execute, acknowledge, or verify an instrument required by law to be
executed, acknowledged, or verified by more than one officer.
SECTION 7.06.
AMENDMENTS
. The Board of Directors shall have the power, at any regular
or special meeting thereof, to amend, alter or repeal the Bylaws of the Corporation, or to make and
adopt new bylaws. These Bylaws may be amended, altered or repealed and new bylaws may be adopted
by the stockholders of the Corporation to the extent and as provided in the Charter.
SECTION 7.07.
PRINCIPAL AND ADDITIONAL OFFICES
. The principal office of the
Corporation in the State of Maryland shall be located at such place as the Board of Directors may
designate. The Corporation may have additional offices, including a principal executive office, at
such places as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE XIII.
To the maximum extent permitted by Maryland law in effect from time to time, the Corporation
shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director of the Corporation and who is
made or threatened to be made a party or a witness to the proceeding by reason of his or her
service in that capacity, (b) any individual who is a present or former officer of the Corporation
and who is made or threatened to be made a party to the proceeding by reason of his or her service
in that capacity or (c) any individual who, while a director or officer of the Corporation and at
the request of the Corporation, serves or has served as a director, officer, partner, trustee,
member or manager of another corporation, real estate investment trust, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or
threatened to be made a party to the proceeding by reason of his or her service in that capacity.
The rights to indemnification and advance of expenses provided by the Charter and these Bylaws
shall vest immediately upon election of a director or officer. The Corporation may, with the
approval of its Board of Directors, provide such indemnification and advance for expenses to (i) an
individual who served a predecessor of the Corporation in any of the capacities described in (a),
(b) or (c) above, (ii) any individual who is a present or former officer of the Corporation and who
is made or threatened to be made a witness to the proceeding by reason of his or her service in
that capacity and (iii) any employee or agent of the Corporation or a predecessor of the
Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws
shall not be deemed exclusive of or limit in any way other rights to which any person seeking
indemnification or payment or reimbursement of expenses may be or may become entitled under any
bylaw, resolution, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect
in any respect the applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.
(AMENDED AND RESTATED AS OF JULY 16, 2014)
ARTICLE I.
STOCKHOLDERS
BOARD OF DIRECTORS
COMMITTEES
OFFICERS
STOCK
FINANCE
SUNDRY PROVISIONS
INDEMNIFICATION AND ADVANCE OF EXPENSES
Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
July 17, 2014
Analysts: |
Todd Beekman (todd.beekman@huntington.com), 614.480.3878
|
|
|
||
Mark Muth (mark.muth@huntington.com), 614.480.4720
|
||
|
||
Media: |
Maureen Brown (maureen.brown@huntington.com), 614.480.5512
|
|
|
HUNTINGTON BANCSHARES INCORPORATED APPOINTS DETROIT BUSINESSMAN AND CIVIC LEADER EDDIE R. MUNSON AS
NEWEST BOARD MEMBER
Appointment of longtime Detroit accounting executive further reflects
Huntingtons ongoing commitment to core growth in Michigan
DETROIT and COLUMBUS, Ohio The Board of Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com ) has unanimously elected as a member retired KPMG LLC partner and Detroit civic leader Eddie R. Munson, CPA. Munson brings more than 32 years of auditing and senior management experience from his career at KPMG and further audit and governance experience from a diverse variety of public company and nonprofit leadership positions.
Greater Detroit and all of Michigan represent an important market for Huntington as we continue to grow within our six-state Midwest footprint, said Stephen D. Steinour, chairman, president and chief executive officer of Huntington. Eddie brings unique expertise to Huntington, including a deep understanding of Detroit-area market manufacturing, middle market and small business that we look forward to leveraging. Furthermore, his community involvement in Detroit gives him strong perspective on both opportunities and challenges.
At KPMG, Munson served as managing partner of the Detroit office, was a member of the board of directors, and at retirement, held the role of national partner in charge of university relations and campus recruiting. He is a member of the Detroit Financial Advisory Board. Munson was interim chief financial officer of management consulting services company BearingPoint, where he was also a board member. He has also served on the board of Detroit-based Caraco Pharmaceutical.
Additionally, Munson is a trustee for Detroits Skillman Foundation and Henry Ford Health System finance committee, and for Jackson State Development Foundation. As a CPA, Munson maintains professional memberships with the American Institute of Certified Public Accountants, Michigan Association of Certified Public Accountants and National Association of Black Accountants. He is a Jackson State University alumnus.
Munson joins Michigan native and Lead Director David L. Porteous on Huntingtons board. Huntingtons board has consistently benefited from geographically diverse representation among our communities, Porteous said. Bringing additional perspective from a key market like Detroit is a landmark step in harnessing leadership expertise from Michigan. We welcome Eddie to the board.
I have long admired Huntingtons commitment to quality governance as a Midwest institution dedicated to continuing a history of excellence, Munson said. I am honored to join in contributing to its future success.
Huntingtons strategic emphasis on organic, in-footprint growth, complemented by selective in-footprint acquisitions, has included notable lending performance and improved distribution in Michigan in recent years. Most recently, Huntington announced the intent to purchase 24 Michigan branches and deposits from Bank of America, anticipated for completion in the fall. Huntington has also exceeded a $2 billion commercial and small business lending goal established for the state in 2011 ahead of its scheduled commitment. Huntington continues to further grow its Michigan branch presence through in-store partnership with Meijer, among other supportive growth commitments within the state.
About Huntington
Huntington Bancshares Incorporated is a $60 billion asset regional bank holding company headquartered in Columbus, Ohio. The Huntington National Bank, founded in 1866, provides full-service commercial, small business, and consumer banking services; mortgage banking services; treasury management and foreign exchange services; equipment leasing; wealth and investment management services; trust services; brokerage services; customized insurance brokerage and service programs; and other financial products and services. The principal markets for these services are Huntingtons six-state retail banking franchise: Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. The primary distribution channels include a banking network of more than 700 traditional branches and convenience branches located in grocery stores and retirement centers, and through an array of alternative distribution channels including internet and mobile banking, telephone banking, and more than 1,500 ATMs. Through automotive dealership relationships within its six-state retail banking franchise area and selected other Midwest and New England states, Huntington also provides commercial banking services to the automotive dealers and retail automobile financing for dealer customers.
###