Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - TreeHouse Foods, Inc. | c63278e8vk.htm |
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED BY-LAWS
OF
TREEHOUSE FOODS, INC.
Article I, Section 1.9 of the By-laws is amended as set forth below (with deletions indicated
by strikethrough and additions indicated by underline):
| 1.9 | Action at Meeting. |
(a) When a quorum is present at any meeting, any matter other than the election of
directors to be voted upon by the stockholders at such meeting shall be decided by the affirmative
vote of the holders of a majority in voting power of the shares of stock present or represented and
voting on such matter (or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority in voting power of the
shares of stock of that class present or represented and voting on such matter), except when a
different vote is required by applicable law, the Restated Certificate of Incorporation or these
By-laws. When a quorum is present at any meeting, any election by stockholders of directors shall
be determined by a plurality of the votes cast by the stockholders entitled to vote on the
election.
(b) When a quorum is present at any meeting for the election of directors, each
director shall be elected by the vote of a majority of votes cast with respect to that director’s
election, provided that if, as of the 10th day preceding the date the corporation first provides
notice of such meeting in accordance with these By-laws, the number of nominees exceeds the number
of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of
a plurality of the votes cast. For purposes of this Section 1.9, a “majority of votes cast” shall
mean that the number of votes cast “for” a director’s election exceeds the number of votes cast
“against” that director’s election (with “abstentions” and “broker non-votes” not counted as votes
cast either “for” or “against” that director’s election). In the event an incumbent director fails
to receive a majority of votes cast in an election that is not a Contested Election, such incumbent
director shall immediately tender his resignation in accordance with the procedures established by
the Nominating and Corporate Governance Committee. The Board of Directors shall determine whether
to accept the resignation or take other action, through a process managed by the Nominating and
Corporate Governance Committee and following a recommendation of that committee. If such
director’s resignation is not accepted by the Board of Directors, such director shall continue to
serve until his successor is duly elected, or until his subsequent death, retirement, removal or
resignation in accordance with its terms.