This excerpt taken from the HD DEF 14A filed Apr 15, 2009.
(ITEM 3 ON THE PROXY CARD)
The Companys shareholders are asked to approve a proposal to amend the Companys Certificate of Incorporation to allow holders of shares representing at least 25% of the outstanding shares of the Companys common stock to call a special meeting of shareholders. The proposed amendment would delete section 5 of the sixth article of the Certificate of Incorporation, which provides that a special meeting of the shareholders of the Company may be called only by the Chairman of the Board, the President or the Board.
On August 21, 2008, the Board approved an amendment to Section 2 of the Companys By-Laws to provide shareholders with the ability to call a special meeting. Specifically, subject to certain notice and information requirements, a special meeting of shareholders may be called upon receipt of written requests from holders of shares representing at least 25% of the outstanding shares of the Companys common stock. The amendment to Section 2 of the Companys By-Laws will be effective upon the approval of this proposed amendment to the sixth article of the Companys Certificate of Incorporation.
The Board has unanimously authorized the proposed amendment of the Companys Certificate of Incorporation and voted to recommend it to the Companys shareholders. The proposed amendment would become effective upon filing of an appropriate certificate with the Secretary of State of the State of Delaware. It is anticipated that such filing would be made shortly after the Meeting.