SLE » Topics » Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

This excerpt taken from the SLE 8-K filed Apr 1, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 26, 2009, the Board of Directors of Sara Lee Corporation adopted amendments to Sara Lee's Bylaws to clarify the language of certain provisions, add more specificity regarding procedures, standards or limitations that are required or that are the default standard under Maryland law, update the Bylaws for changes in applicable law and make substantive changes to several provisions. A summary of the amendments to the Bylaws adopted on March 26th are set forth below.

ARTICLE I – MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The amended Bylaws simplify the process of setting the annual meeting date by stating that the annual meeting shall be held on the last Thursday in October in each year or on any other business day set by the Board of Directors.

Section 2. Stockholder Requested Special Meetings. The amended Bylaws clarify the process for stockholders to request a meeting, simplify some of the language and delete duplicate provisions. The Bylaws also were amended to better align the disclosures required by stockholders requesting a special meeting with the disclosures required under the advance notice provisions of the Bylaws by deleting the specific information requirements in Section 2(b) and instead referring to the information required under Section 10.

Section 7. Organization of Meeting. The amended Bylaws simplify the process of selecting the chair of any meeting of stockholders by stating that the Chairman of the Board shall be the chairman of the meeting or, if the Chairman of the Board is absent or the position is vacant, a person designated by the Board of Directors shall be the chairman of the meeting. Similarly, the amended Bylaws provide that the Secretary of Sara Lee, or another person appointed by the chairman of the meeting, shall serve as Secretary of the meeting.

Section 10. Nominations and Proposals by Stockholders. The amended Bylaws clarify the process for stockholders to nominate an individual for election to the Board of Directors or to propose other business to be considered at an annual meeting of stockholders. For example, in establishing the deadline for providing notice of such actions, the amended Bylaws revise each reference to "the first anniversary of the date of mailing of the notice for the preceding year's annual meeting" to "the first anniversary of the date of the proxy statement for the preceding year's annual meeting."

In Section 10(a)(4), the amended Bylaws also require that any nominee for election to the Board of Directors who is proposed by a stockholder pursuant to Section 10 complete a questionnaire, to be provided by Sara Lee upon request, which solicits information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

In Section 10(a)(5), the amended Bylaws provide that a stockholder may submit a nomination for any new position created by an increase in the number of directors to be elected to the Board of Directors no later than 10 days following the day on which Sara Lee publicly announces an increase in the size of the Board if such announcement is not made at least 130 days before the first anniversary of the date of the proxy statement for the preceding year's annual meeting. The prior Bylaws provided that a stockholder may submit a nomination within the same 10-day period if Sara Lee did not publicly announce an increase in the size of the Board at least 100 days before the first anniversary of the date of mailing of the notice for preceding year's annual meeting.

In the event Sara Lee calls a special meeting of stockholders for the purpose of electing one or more directors, the amended Bylaws change the time period contained in Section 10(b) during which a stockholder may submit a nomination for director from 120 days to 150 days before the special meeting (which is the time period in the prior Bylaws) to the time period 90 days to 120 days before such special meeting.

ARTICLE II – BOARD OF DIRECTORS

Section 1. Function and Number of Directors. The amended Bylaws provide that the resignation of any director will be effective immediately upon receipt or at a later date specified in the resignation, and that acceptance of the resignation is not necessary to make it effective unless otherwise stated on the resignation.

Ratification. Section 14 of the prior Bylaws entitled "Ratification," which expressly permitted the Board and/or the stockholders to ratify an action taken, has been deleted from the amended Bylaws.

ARTICLE III – COMMITTEES OF THE BOARD OF DIRECTORS

The amended Bylaws give the Board of Directors more flexibility with respect to designating and dissolving Committees of the Board from time to time as circumstances change. The sections of the prior Bylaws entitled "Executive Committee" and "Other Committees" have been deleted.

ARTICLE IV – OFFICERS

The amended Bylaws reduce the number of required officer positions and condense the descriptions of officer positions. The amended Bylaws also state that, in addition to the officer positions listed, the officers of Sara Lee "may include such other officers as may be deemed necessary or appropriate from time to time, each of whom shall have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors."

ARTICLE V – INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

The amended Bylaws (i) limit indemnification to directors and officers of Sara Lee and eliminate the indemnification previously provided for directors and officers of Sara Lee’s subsidiaries, (ii) provide more specificity regarding procedures, standards or limitations that are required or that are the default standard under Maryland law, such as specificity regarding the process of requesting advancement of expenses, (iii) delete the section of the prior Bylaws entitled "Change in Control," which specified a process for deciding requests for indemnification in the event of a change of control, (iv) provide that the Board has an express right to not advance expenses, or to cease advancing expenses, to a director or officer if one of the indicated decision-making parties determines that such director or officer has not met the applicable standard of conduct necessary for indemnification under Maryland law, and (v) provide that the rights to indemnification and advancement of expenses in the Bylaws shall be deemed to be a contract between Sara Lee and each Sara Lee director or officer and that such contract right shall vest at the time an individual becomes a director or officer of Sara Lee.

The amended Bylaws also provide that Sara Lee (i) to the extent authorized by the Board of Directors, may provide indemnification and advancement of expenses to any employee or agent of Sara Lee, and (ii) is entitled to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee or agent of Sara Lee, or is or was serving at the request of Sara Lee as a director, officer, partner, employee, member, trustee, or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not Sara Lee would have the power to indemnify such person against such liability under the provisions of Article V.

ARTICLE VII – CORPORATE DOCUMENTS

Section 2. Execution of Other Documents. The amended Bylaws simplify this provision by deleting the references to specific officer positions and instead providing that "any contract, conveyance, lease, power of attorney and other agreement or document of the Corporation shall be signed by any authorized officer or any employee or agent authorized by any policy of the Corporation in effect at the time the document is executed."



The above description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the Bylaws, as amended, which are filed as Exhibit 3.1 to this report and are incorporated herein by reference.





This excerpt taken from the SLE 8-K filed Mar 28, 2008.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 27, 2008, the Board of Directors of Sara Lee Corporation adopted amendments to Sara Lee's Bylaws to expand the information required to be provided by any stockholder who submits a nomination for election to the Board of Directors or a stockholder proposal for consideration at an annual meeting of stockholders. The amendments require a stockholder submitting a nomination or proposal to disclose whether the stockholder has hedged its ownership of, or entered into any transaction that has the effect of increasing or decreasing its economic risk or voting power with respect to, Sara Lee common stock.

As amended, Article I, Section 10(a)(2) of Sara Lee's Bylaws states that a stockholder's notice to be proper must set forth ... "(iii) as to the stockholder giving the notice and any Stockholder Associated Person ... (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock of [Sara Lee]." The Bylaws continue to define a "Stockholder Associated Person" of any stockholder as (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of Sara Lee owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person. No other amendments to the Bylaws were adopted.






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.

         
    Sara Lee Corporation
          
March 28, 2008   By:   Helen N. Kaminski
       
        Name: Helen N. Kaminski
        Title: Assistant General Counsel, Corporate & Securities, and Assistant Secretary
This excerpt taken from the SLE 8-K filed Feb 1, 2008.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 31, 2008, the Board of Directors of Sara Lee adopted amendments to Sara Lee's Bylaws to provide that the Bylaws may be amended by either the Board of Directors or by the majority vote of the stockholders. As amended, Article XI, Section 1 of Sara Lee's Bylaws now provides that "These Bylaws may be amended, altered or repealed by the affirmative vote of a majority of all the votes cast at any meeting of stockholders at which a quorum is present; provided that notice of the proposed amendment, alteration or repeal is included in the notice of the meeting in accordance with Article I, Section 10 of these Bylaws. The Board of Directors also may amend, alter or repeal these Bylaws by a vote of a majority of the directors present at a meeting."

Also on January 31, 2008, the Board of Directors adopted amendments to Sara Lee's Bylaws to clarify the provisions regarding the election of officers. The former Bylaws provided that certain officer positions could be filled only by the Board of Directors and certain other officer positions could be filled by any of the Board of Directors or the Chairman or Vice Chairman of the Board. The amended Bylaws maintain the same general authority regarding appointment of officers, but (i) clarify that the Chairman's and Vice Chairman's authority to appoint officers applies to any officer position that is below the level of a Board-appointed Corporate Vice President, and (ii) extends this authority to the Chief Executive Officer and President of Sara Lee, in addition to the Chairman and Vice Chairman. Article IV, Sections 1-5 and Article VII, Section 2 of the Bylaws were revised to reflect these amendments.






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.

         
    Sara Lee Corporation
          
February 1, 2008   By:   Helen N. Kaminski
       
        Name: Helen N. Kaminski
        Title: Assistant General Counsel, Corporate & Securities
This excerpt taken from the SLE 8-K filed Jun 28, 2007.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 28, 2007, the Board of Directors of Sara Lee adopted amendments to Sara Lee's Bylaws to change the vote required for the election of directors from a plurality to a majority. As amended, the Bylaws provide that each director of Sara Lee must be elected by a majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present; provided that if, as of a date that is fourteen (14) days in advance of the date that Sara Lee files its definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not the proxy statement thereafter is revised or supplemented), the number of nominees exceeds the number of directors to be elected, then each director shall be elected by a plurality of the votes cast in person or by proxy at any such meeting. For purposes of this provision, a "majority" of the votes cast means that the number of votes "for" a director nominee exceeds the number of votes "against" that director nominee.

Sara Lee's Board of Directors also amended its Corporate Governance Guidelines to require any incumbent director who fails to receive the requisite vote for re-election to tender his or her resignation to the Board. The amendment provides that any nominee for director who fails to receive a majority vote at an annual or special meeting held for the purpose of electing directors where the election is uncontested shall, promptly following certification of the stockholder vote, tender his or her resignation to the Board. The independent directors (excluding the director who tendered the resignation) will decide whether to accept the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director's qualifications, the director's past and expected future contributions to Sara Lee, the overall composition of the Board, whether accepting the tendered resignation would cause Sara Lee to fail to meet any applicable rule or regulation (including NYSE listing requirements and federal securities laws) and the percentage of outstanding shares represented by the votes cast. The policy also states that the Board will act on the tendered resignation, and publicly disclose its decision and rationale, within 90 days following certification of the stockholder vote.

A copy of the press release issued by Sara Lee regarding these amendments is attached as Exhibit 99 to this report.






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.

         
    Sara Lee Corporation
          
June 28, 2007   By:   /s/ Roderick A. Palmore
       
        Name: Roderick A. Palmore
        Title: Executive Vice President, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99
  Press release issued June 28 2007
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