On Feb. 28, 2007, the board of directors of Cooper Tire & Rubber Co. amended and restated its bylaws. The changes, which involved electing directors to the board, were adopted the same day.
Apart from non-substantive language and conforming changes and other technical and cross-reference edits, the bylaws (which were last amended effective as of May 1, 2006) were amended and restated by the company "to implement a majority voting standard in connection with the stockholders' election of directors of the company." Such changes include the following:
* eliminating references to the election of directors by a plurality vote, except in the case of a contested election;
* requiring stockholder-nominated director nominees to represent and agree that they will, if elected as a director of the company, abide by the majority voting and resignation requirements (described below) contained in the revised bylaws and the company's governance guidelines;
* requiring directors to be elected by the vote of the majority of the votes cast by stockholders at a meeting for the election of directors at which a quorum is present, except in the case of a contested election;
* requiring directors who are not re-elected by a majority of votes to tender a resignation to the company, which resignation will be considered by the Nominating and Governance Committee for acceptance;
* requiring the company to publicly disclose its decision whether to accept the director's resignation and, if applicable, the reasons for rejecting the tendered resignation;
* setting forth the consequences of the company's acceptance or rejection of the tendered resignation; and
* allowing for conditional and irrevocable resignations.
Cooper says it intends to make corresponding changes to its governance guidelines.
