MNI » Topics » McClatchys Restated Certificate of Incorporation

This excerpt taken from the MNI DEF 14A filed Apr 12, 2005.

McClatchy’s Restated Certificate of Incorporation


Our Restated Certificate of Incorporation provides for indemnification of our directors, officers, employees and other agents to the fullest extent permitted by law. As permitted by Sections 102 and 145 of the DGCL, our Certificate of Incorporation eliminates a director’s personal liability (i) for monetary damages to us and our shareholders arising from a breach or alleged breach of a director’s fiduciary duty as a director, other than a breach of the director’s duty of loyalty to us or our shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, under Section 174 of the DGCL or (iii) for any transaction from which the director derived an improper personal benefit.


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