In an effort to align with recent regulatory changes, Booking Holdings Inc. (NASDAQ:) has amended and restated its bylaws, as reported Monday. The decision, with immediate effect, was taken by the company’s Board of Directors on Wednesday last week.
The changes to the bylaws include updates to the information and procedural requirements for the nomination of directors by shareholders and the solicitation of proxies. This adjustment is in response to the Securities and Exchange Commission’s recently adopted universal proxy rules.
Additionally, the company has introduced notice requirements for the appointment of directors. These requirements cover interviews, questionnaire procedures, proxy charter clauses and shareholder 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. The provisions relating to the procedures for adjourning shareholder meetings have been revised.
A significant statutory innovation is the adoption of the provision of exclusive jurisdiction. This provision designates the Delaware Chancery Court as the exclusive forum for internal business disputes. If this court does not have jurisdiction, another state court within Delaware, or the federal district court for the District of Delaware, will serve this purpose. Additionally, the U.S. federal district courts have been established as the exclusive forum for disputes under the Securities Act of 1933.
The company has also made various other technical, conforming and clarifying changes to its statute. While this summary outlines the major changes, the full details of the amended and restated Articles of Association are incorporated by reference to Exhibit 3.1, attached to the company document.
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This update is part of Booking Holdings’ ongoing efforts to maintain compliance with legal requirements and ensure appropriate corporate governance practices. The information is based on the press release provided by Booking Holdings.
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