UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year. |
On December 6, 2022, the Board of Directors of Arthur J. Gallagher & Co. (the “Company”) approved and adopted amended and restated by-laws of the Company to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated By-Laws”), effective immediately.
Among other things, the amendments effected by the Amended and Restated By-Laws: (i) update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) and (ii) reflect certain other changes related to the Universal Proxy Rules, including requiring (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies (Sections 2.9 and 2.10); (2) any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the Amended and Restated By-Laws and to provide evidence that the stockholder has complied with such requirements (Section 2.10); (3) any nominee proposed by a stockholder to deliver a written questionnaire with respect to the nominee’s background and qualifications as well as provide any other questionnaires or information that may be necessary to assess the nominee’s qualifications and eligibility for board service (Section 2.9); and (4) a proposing stockholder to provide the Company with confirmation that information submitted by the stockholder is accurate if so requested (Section 2.9).
The Amended and Restated By-Laws also: (i) provide that a white proxy card is reserved solely for use by the Company’s Board of Directors (Section 2.10) and (ii) update and conform various provisions to reflect the latest amendments to the Delaware General Corporation Law (the “DGCL”), including: (1) clarifying the adjournment procedures for virtual meetings of stockholders (Section 2.12); (2) eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders (Section 2.5); and (3) expressly opting out of Section 116 of the DGCL that regulates the manner of delivery, execution and memorialization of documents, but would allow the Company to waive that requirement with respect to individual documents (Section 2.17). The Amended and Restated By-Laws also incorporate other non-substantive, ministerial, clarifying and conforming changes.
The foregoing description of the Amended and Restated By-Laws is qualified in its entirety by reference to the Amended and Restated By-Laws which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Amended and Restated By-Laws of Arthur J. Gallagher & Co. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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.
| Arthur J. Gallagher & Co. | ||||||
| Date: December 6, 2022 | /s/ WALTER D. BAY | |||||
| Walter D. Bay | ||||||
| Vice President, General Counsel and Secretary | ||||||