Global Self Storage Inc
For the period ended Jun 30, 2024. Filed Aug 9, 2024.
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Jun 30, 2024 · Filed Aug 9, 2024
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Item 5. Other Information
Amendments to Bylaws
On August 8, 2024, and immediately effective as of such date, the Board of Directors of the Company approved an amendment and restatement of the Company’s Bylaws (the “Bylaws”). Prior thereto, the Bylaws were last amended and restated effective as of November 9, 2022.
Set forth below is a summary of the amendments to the Bylaws. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Bylaws.
Revise and narrow the definition of a “Stockholder Associated Person,” as used in connection with the provisions of the Bylaws regarding an advance notice of stockholder nominations for director and other business proposals, so as to reduce the scope of the persons included within such definition.
Provide that Sally C. Carroll, a current member of the Company’s Board of Directors, shall be deemed a “Continuing Director” for purposes of the Bylaws.
Clarify that, in the event that the nominations of all nominees for election as director are not approved by a majority of the Continuing Directors and no nominee receives the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, the incumbent directors shall hold over and continue to serve as directors of the Company until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify.
Clarify that, in the event that the nominations of all nominees for election as director are not approved by a majority of the Continuing Directors and the number of nominees receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, is at least one but less than the number of directors to be elected, the incumbent directors who shall hold over and continue to serve as directors of the Company until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualify shall be determined in descending order based on the number of votes received; provided that in no event shall the number of nominees receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of all classes of voting stock, voting together, plus the number of incumbent directors holding over exceed the number of directors to be elected.
Clarify that a director holding over shall have the same rights and powers as a duly elected director.
The foregoing description of the amendments included in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws that were adopted by the Company’s Board of Directors on August 8, 2024, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 3.1 and incorporated by reference in its entirety.
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