DENVER, CO – Frontier Group Holdings, Inc. (NASDAQ:ULCC), the parent company of a scheduled air transportation service, announced today that its Board of Directors has approved an amendment and restatement of its bylaws, effective immediately. The changes come as the company transitions from a controlled company status, bringing about significant modifications to its corporate governance.
The amendments to the bylaws include the elimination of stockholder action by written consent without a meeting and the removal of stockholders' ability to oust directors without cause. Additionally, the company has revised the procedures for calling special meetings and clarified the voting thresholds necessary to amend the bylaws.
The updated bylaws also modify the disclosure requirements related to stockholder nominations of directors and proposals for other business at stockholder meetings. Certain disclosures that were previously required from proposing and nominating stockholders, particularly regarding affiliations or interests with company competitors, have been eliminated. Furthermore, the requirement for stockholders acting in concert to disclose their collaboration has been removed.
Procedural requirements for stockholder proxy solicitations have been clarified, aiming to streamline the process. The amendments also address the provision of timely notice for stockholder nominations and the criteria for determining if business or nominations are properly presented at a stockholder meeting.
These governance changes are part of a broader effort by Frontier Group Holdings to modernize and clarify its bylaws, aligning them with current practices and eliminating outdated procedures. The detailed text of the Amended and Restated Bylaws is attached as Exhibit 3.1 to the company's latest 8-K filing with the Securities and Exchange Commission (SEC).
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.