Item 5. Other Information
Item 5. Other Information
On November 9, 2020, the Company’s Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Restated Bylaws”), effective November 9, 2020.
The Restated Bylaws include certain technical, stylistic, and conforming changes, among other things:
• Updating and clarifying provisions relating to the conduct of shareholder meetings, including the means of providing and waiving notice, the posting of shareholder lists, expanding who may preside over such meetings, the role of voting inspectors at the meeting, and the individuals authorized to call a special meeting of shareholders on behalf of the Company; and
• Updating and clarifying provisions related to the operations of the Board, including the term of office for directors who have filled vacancies on the Board, the process for establishing an executive committee of the Board, the method for informal action by the Board, and certain operational flexibility permitted in the event of emergencies.
The Restated Bylaws also enhance the Company’s existing exclusive forum provision, including by (i) clarifying that the provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction, (ii) unless the Company consents in writing to the selection of an alternative forum, establishing the federal district courts as the exclusive forum for the resolution of any cause of action against the Company or any director, officer, employee or agent of the Company and arising under the Securities Act of 1933, as amended, (iii) providing that, to the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the exclusive forum provision, and (iv) adding a severability clause.
The foregoing description of the amendments in the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws, which is filed as Exhibit 3.1 and incorporated by reference herein.
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Item 6. Exhibits
3.1 Amended and Restated Bylaws, dated November 9, 2020
31(i) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31(ii) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document*
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* - The instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INVESTORS TITLE COMPANY
By: /s/ James A. Fine, Jr.
James A. Fine, Jr., President, Treasurer, Chief
Financial Officer, Chief Accounting Officer and
Director ( Principal Financial Officer and
Principal Accounting Officer )
Dated: November 9, 2020
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.