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Delaware
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000-24620
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36-2495346
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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·
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The
New Amended and Restated Bylaws include the Chief Executive Officer
on the
list of persons who may call a meeting of stockholders.
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·
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The
New Amended and Restated Bylaws include a provision specifying that
nominations of persons for election to the Board and the proposal
of
business to be considered by the stockholders may be made at an annual
or
special meeting (i) pursuant to the Company’s notice of meeting, (ii) at
the direction of the Board or (iii) by any stockholder who was a
stockholder of record at the time of giving of the notice, who is
entitled
to vote at the meeting and who complies with the procedures set forth
in
the New Amended and Restated
Bylaws.
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o
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A
stockholder’s notice must set forth the following, among other things (as
applicable, “Stockholder Notice Requirements”):
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§
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with
respect to each person the stockholder proposes to nominate for election
or re-election as a director, (i) each person’s name, age, addresses
and principal occupation or employment, (ii) the number of shares of
stock of the Company beneficially owned by each person, (iii) a good
faith determination of whether each person qualifies as an “independent
director” under applicable standards and (iv) all additional
information relating to each person that is required to be disclosed
in
solicitations of proxies for election of
directors;
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§
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with
respect to any other business that the stockholder proposes, a brief
description of the business, the reasons for conducting the business
and
any material interest in the business and the beneficial owner, if
any, on
whose behalf the proposal is made;
and
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§
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as
to the stockholder giving the notice and the beneficial owner, if
any, on
whose behalf the nomination or proposal is made, (i) the name and
address
of the stockholder and beneficial owner, (ii) a representation that
the stockholder is a holder of stock of the Company entitled to vote
at
the meeting, and, if the stockholder is proposing a nomination, that
the
stockholder intends to appear in person or by proxy at the meeting
to
nominate the person(s) specified in the notice and (iii) the class
and
number of shares of the Company which are owned by the stockholder
and
beneficial owner.
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o
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If
a special meeting of stockholders for the purpose of electing a director
or directors is properly called by a stockholder or stockholders,
the
stockholder(s) calling the special meeting must give notice containing
the
Stockholder Notice Requirements to the Secretary at the principal
executive offices of the Company not later than the close of business
on
the date that is not less than 45 nor more than 60 days before the
date of
the special meeting.
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o
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In
the event a special meeting of stockholders is called for the purpose
of
electing one or more directors to the Board, any stockholder (other
than
the stockholder(s), if any, calling the special meeting) may nominate
a
person or persons for election to position(s) specified in the meeting
notice, if a stockholder’s notice containing the Stockholder Notice
Requirements is delivered to the Secretary at the principal executive
offices of the Company not earlier than the close of business on
the 60th
day prior to the special meeting and not later than the closing of
business on the later of the 45th day prior to the special meeting
or the
10th day following the day on which public announcement is first
made of
the date of the special meeting.
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o
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If
a special meeting of stockholders for the purpose of considering
a
stockholder proposal is properly called by a stockholder or stockholders,
the stockholder(s) calling the special meeting must give notice containing
the Stockholder Notice Requirements to the Secretary at the principal
executive offices of the Company not later than the close of business
on
the date that is not less than 45 nor more than 60 days before the
date of
the special meeting.
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o
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Any
other stockholder wishing to propose any other proper matter must
deliver
notice containing the Stockholder Notice Requirements to the Secretary
at
the principal executive offices of the Company not earlier than the
close
of business on the 60th day prior to the special meeting and not
later
than the close of business on the later of the 45th day prior to
the
special meeting or the 10th day following the day on which public
announcement is first made of the date of the special
meeting.
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·
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The
New Amended and Restated Bylaws provide that only persons who are
nominated in accordance with the procedures set forth in the New
Amended
and Restated Bylaws are eligible to serve as directors and only the
business that is properly brought before a meeting of stockholders
in
accordance with the procedures set forth in the New Amended and Restated
Bylaws may be conducted at that meeting.
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The
New Amended and Restated Bylaws provide further that, except as otherwise
provided by law, the Chairman of a meeting has the power and duty
to
determine whether nominations or any business proposed to be brought
before a meeting were made or proposed in accordance with the procedures
in the New Amended and Restated Bylaws.
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The
New Amended and Restated Bylaws clarify that notwithstanding the
provisions summarized above, a stockholder must also comply with
all
applicable requirements of the Securities Exchange Act of 1934 and
that
nothing in the New Amended and Restated Bylaws affects any rights
(i)
stockholders have to request inclusion of proposals in the Company’s proxy
statement or (ii) preferred stockholders’ of the Company have to
elect directors.
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3.1
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Amended
and Restated Bylaws of Darling International Inc. (amended and restated
as
of August 7, 2007)
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3.1
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Amended
and Restated Bylaws of Darling International Inc. (amended and restated
as
of August 7, 2007)
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