Twin Disc restated its bylaws and updated the description of its common stock. The bylaws set out rules for shareholder meetings, including when annual meetings are held, how shareholders can request a special meeting and whether meetings may be conducted remotely.
The announcement does not identify which bylaw provisions changed from the prior version. It also does not describe any change to the company’s share count or the economic rights attached to its common stock.
Key details
- Shareholder meetings: Annual meetings are scheduled for October or November. If the board has not set the meeting details at least 30 days before October begins, the bylaws provide for a fallback meeting on the second Thursday of November at 2 p.m., subject to the stated holiday provision.
- Special meetings: Shareholders owning at least 10% of the outstanding shares entitled to vote may request a special meeting in writing, stating its purpose. A majority of the board may also request one. The chairman, chief executive, president or secretary may call the meeting on such a request.
- Remote meetings: The board may decide that an annual or board-called special meeting will be held entirely by remote communication.
- Notice and voting procedures: Meeting notices generally must be delivered 10 to 60 days in advance. The bylaws also set rules for record dates and shareholder access to the list of shareholders entitled to notice.
- Common-stock description: Twin Disc says it updated its description of common stock, replacing earlier descriptions in its corporate reports and registration statements. The announcement does not detail the stock’s terms or identify a change to them.
- Date inconsistency: The announcement says the bylaw restatement was effective October 29, 2020, while the restated bylaws are dated October 29, 2026. The materials therefore give conflicting dates for the restatement.
Plain-English implications
The bylaws provide for a 10% shareholder threshold to request a special meeting and give the board discretion to hold certain meetings remotely. Because the announcement does not specify which provisions are new, it does not establish whether these rules change existing shareholder rights or procedures.