CLEVELAND, OH / ACCESSWIRE / June 9, 2022 / On June 7, 2022, the Board of Directors of Mace Security International, Inc. (the “Company”) (OTCQX:MACE) approved and adopted, by unanimous written consent, the Amended and Restated Bylaws of the Company, effective as of such date (the “Amended Bylaws”). The Amended Bylaws amend the Company’s bylaws dated April 15, 2010 (the “Prior Bylaws”) to include advance notice provisions, adjust the requirements for an action by written consent of the stockholders and establish exclusive forums to adjudicate certain types of disputes involving the Company. Set forth below is a summary of the material amendments contained in the Amended Bylaws.
Advance Notice Provisions
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Section 2.09 of the Amended Bylaws (the “Advance Notice Provisions”) amends the Prior Bylaws to describe the manner and timeframes in which a stockholder of the Company may properly nominate any person for election to the Board of Directors of the Company (the “Board”) or bring business before, or at, an annual or special meeting of stockholders. The Advance Notice Provisions set forth the various eligibility requirements that must be met by (a) any stockholder who wishes to bring a nomination or propose any such business before an annual or special meeting of stockholders and (b) any nominee for election to the Board. The Advance Notice Provisions also describe the substantive and procedural requirements that a stockholder must comply with in order to properly submit the nomination of any person for election to the Board, or bring other business, before an annual or special meeting of the Company.
Among other requirements, the Advance Notice Provisions provide that: (i) a stockholder must provide to the Secretary of the Company timely notice of any director nominations or business proposed to be brought before the annual or special meeting, which notice must conform to the substantive requirements set forth in the Amended Bylaws; (ii) a stockholder must deliver certain information regarding the person making the proposal, and in the case of any nominee for election to the Board, information regarding such nominee, in each case as set forth in the Amended Bylaws, and update and supplement such information as required; and (iii) any nominee for election to the Board must provide a written statement including such nominee’s background and qualifications and representations regarding voting commitments, compensation, indemnification or similar arrangements to which the nominee is a party and compliance with Company policies applicable to members of the Board.
With respect to the Company’s 2022 annual meeting of stockholders, the requirements set forth in the Advance Notice Provisions must be complied with not later than the close of business on July 8, 2022.
The Prior Bylaws did not contain any advance notice provisions or procedures for the Company’s stockholders to bring business before, or nominate persons for election to the Board at, annual or special meetings of stockholders. The Advance Notice Provisions are intended to update the Prior Bylaws to include provisions of this type commonly found in the bylaws of public Delaware corporations and provide structure and procedure that assists all stockholders in being informed in advance of and providing adequate notice of any and all matters submitted for vote at, any annual or special meeting.
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Action Without a Meeting
Section 2.08 of the Amended Bylaws provides that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by at least eighty percent (80%) of the outstanding stock of each class of stock entitled to vote thereon.
The Prior Bylaws included a similar provision that provided that such a written consent needed to be signed and delivered by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
This amendment is intended to set the requirements for a written consent to support and be consistent with the Advance Notice Provisions.
Exclusive Forum Provisions
Article 10 of the Amended Bylaws (the “Exclusive Forum Provision”) sets the forums available for the adjudication of certain types of disputes involving the Company or related matters.
The Exclusive Forum Provision provides that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located within Cuyahoga County in the State of Ohio, the federal district court for the District of Delaware or any other state court located within the State of Delaware shall to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or stockholder of the Company to the Company or the Company’s stockholders; (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company’s certificate of incorporation, or the bylaws (as either may be amended or restated); or (d) any action asserting a claim governed by the internal affairs doctrine.
The Prior Bylaws did not have any provisions establishing a specific forum for adjudication of disputes. The Exclusive Forum Provision is intended to update the Prior Bylaws to include provisions of this type commonly found in the bylaws of public Delaware corporations.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is being publicly disclosed concurrently with this release and is incorporated herein by reference.
Extension of 2012 Stock Incentive Plan
In addition to the adoption of the Amended Bylaws, on June 7, 2022, the Board approved and adopted, by unanimous written consent, an extension of the termination date of the Company’s 2012 Stock Incentive Plan for a period of one year, from June 21, 2022 to June 21, 2023. Such extension shall be submitted to the stockholders for approval at the Company’s 2022 annual meeting of stockholders.
About Mace Security International, Inc.
Mace® Security International, Inc. (MACE) is a globally recognized leader in personal safety and security. Based in Cleveland, Ohio, the company has spent more than 40 years designing and manufacturing consumer and tactical products for personal defense and security under its world-renowned Mace® Brand – the original trusted brand of defense spray products. The company also offers aerosol defense sprays and tactical products for law enforcement and security professionals worldwide through its Mace® Take Down® brand, KUROS!® Brand personal safety products, Vigilant® Brand alarms, and Tornado® Brand pepper spray and stun guns. MACE® distributes and supports Mace® Brand products through mass market retailers, wholesale distributors, independent dealers, Amazon.com, Mace.com, and other channels. For more information, visit www.mace.com
Forward-Looking Statements
Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. When used in this press release, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “projected,” “intend to” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including but not limited to economic conditions, dependence on management, our ability to compete with competitors, dilution to shareholders, and limited capital resources.
Contact:
Mike Weisbarth
Chief Financial Officer
[email protected]
SOURCE: Mace Security International, Inc.
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