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Item 5. Other Information

2023-11-03 compared with 2023-08-09 · 18 added, 53 removed, 19 unchanged (79% of the section changed)

Other Information

During the second quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in item 408(a) of Registration S-K).

10b5-1 Trading Arrangements

During the third quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in item 408(a) of Registration S-K).

2024 Annual Meeting of Shareholders

A shareholder who intends to present a proposal at the 2024 annual meeting of shareholders and who wishes the proposal to be included in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal in writing to the Corporate Secretary at the address of the principal executive offices of the Company:

Corporate Secretary

Atmus Filtration Technologies Inc.

26 Century Boulevard

Nashville, TN 37214

The proposal must be received by the Company no later than Friday, November 17, 2023 and must satisfy all applicable requirements of Rule 14a-8.

With respect to shareholder nominees for director election at the 2024 annual meeting and shareholder proposals for consideration at the 2024 annual meeting that are not submitted for inclusion in our proxy materials under Rule 14a-8, written notice of nominations and proposals must be provided by the shareholder proponent to the Company in accordance with our bylaws.

The proponent’s notice must be delivered in writing to our Corporate Secretary not later than the close of business on the 10 th day following the date of the first public disclosure of the date of such meeting and such notice must comply with all applicable provisions of our bylaws.

In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Corporate Secretary at the Company’s principal executive office (see above) by the later of 60 calendar days prior to our first annual meeting or the 10th calendar day following the day on which public announcement of the date of our first annual meeting is first made.

A copy of our bylaws is available on our website at https://www.atmus.com/governance-documents or may be obtained free of charge on written request to the Corporate Secretary at the address of the principal executive office of the Company (see above).

The Company is interpreting the 2023 annual meeting of shareholders notice provision in its bylaws as applying to the Company’s first annual meeting as a public company.

The 2024 annual meeting of shareholders will be the Company’s first annual meeting as a public company and the Company will announce the date of this meeting in its forthcoming public disclosures.

The following exhibits are either filed herewith or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed or furnished with the Commission.

3.1 Amended and Restated Certificate of Incorporation of Atmus Filtration Technologies Inc.

(incorporated by reference to Exhibit 3.1 in the Current Report on Form 8-K of Atmus Filtration Technologies Inc.