Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ATGE is also reporting new information that on November 10, 2021, the ATGE Board of Directors approved amendments to the Company’s
By-Laws, effective November 10, 2021. The Company’s By-Laws as amended and restated on November 10, 2021, are filed as Exhibit 3.1 hereto A copy of the amended and restated By-Laws marked to show changes to the prior By-Laws is filed as Exhibit
3.2 hereto. A summary of the changes to the Company’s By-Laws is set forth below.
Article II, Section 1 was amended to reflect that the Company’s principal office location has changed and to strike the reference to the
specific street address.
Article II, Section 2 was amended to add the words “or Board Chair” when referencing who may decide the date, time, and place of a
Special Meeting of Shareholders.
Article II, Section 8(a) was amended to add 5:00 p.m. Chicago time as the specific time for when a proposal or director nomination is due
at the Company’s offices.
Article II, Section 8(f) was amended to permit the Company to request additional information about each director nominee submitted by a
stockholder.
Article II, Section 14(a) was amended to strike the reference to the “2017 annual meeting of stockholders.” A specific time reference of
5:00 p.m. Chicago time was also added to clarify when director nomination notices must be received at the Company’s offices.
Article III, Sections 8 and 9 were amended to reflect that the Board’s organization includes a Lead Independent Director.
Article IV, Section 7 was amended to add a provision clarifying that the Secretary shall attend all Board and stockholder meetings.
Article IV, Section 14 was amended to permit the Board, the Chief Executive Officer, or the President to delegate an absent officer’s
powers and duties to a director or another officer.
Article V, Section 3 was amended to permit the Secretary to prescribe certain terms regarding the manner in which a stockholder obtains a
replacement stock certificate.
Article VII, Section 7 was amended to add a provision requiring plaintiffs to exclusively litigate Securities Act claims in federal
court.