In a move to align with recent regulatory changes, Booking Holdings Inc. (NASDAQ:BKNG) has amended and restated its by-laws, as reported on Monday. The decision, effective immediately, was made by the company's Board of Directors on Wednesday last week.
The modifications to the by-laws include updates to the disclosure and procedural requirements for shareholder nominations of directors and proxy solicitation. This adjustment is in response to the universal proxy rules recently adopted by the Securities and Exchange Commission.
Moreover, the company has introduced advance notice requirements for the nomination of directors. These requirements pertain to interviews, questionnaire procedures, proxy card stipulations, and stockholder meeting protocols.
In light of developments in the Delaware General Corporation Law, Booking Holdings has also made clarifications regarding the company's ability to hold meetings via remote communication. Provisions have been revised concerning the adjournment procedures for shareholder meetings.
A significant addition to the by-laws is the adoption of an exclusive forum provision. This provision designates the Delaware Chancery Court as the exclusive forum for internal corporate claims. If this court lacks jurisdiction, another state court within Delaware, or the federal district court for the District of Delaware, will serve this purpose. Furthermore, the U.S. federal district courts have been set as the exclusive forum for litigation under the Securities Act of 1933.
The company has also implemented various other technical, conforming, and clarifying changes to its by-laws. While this summary outlines the primary amendments, the complete details of the Amended and Restated By-Laws are incorporated by reference to Exhibit 3.1, attached to the company's filing.
This update is part of Booking Holdings' ongoing efforts to maintain compliance with legal requirements and to ensure proper corporate governance practices. The information is based on the press release statement provided by Booking Holdings.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.