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Share Name | Share Symbol | Market | Type |
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Andeavor | NYSE:ANDV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 153.50 | 0 | 01:00:00 |
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Delaware
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1-3473
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95-0862768
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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19100 Ridgewood Pkwy
San Antonio, Texas
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78259-1828
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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•
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adding Section 2.16, which permits a stockholder, or group of twenty or fewer stockholders, owning at least 3% of Tesoro’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of two directors or 20% of the number of directors serving on the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws;
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amending Section 2.9 to change the vote required for stockholders to approve matters in limited situations where there is an additional voting standard outside the Bylaws by making that external standard the only vote applicable to the matter;
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•
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amending Section 2.15 to provide greater specificity about the information required to be included in any notice provided by a stockholder seeking to conduct business or nominate a director candidate at a stockholder meeting and to clarify that all director nominees, whether nominated by Tesoro, in a proxy contest or through proxy access, must provide Tesoro with certain specified information; and
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•
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updating various provisions in Article 2 to provide greater clarity around the conduct of stockholder meetings and the authority of the Board and the meeting chair with respect to meetings (
e.g
., making it explicit that, in addition to adjourning stockholder meetings, Tesoro has authority to recess and postpone meetings).
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•
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providing that Tesoro is managed by “or under the direction” of the Board;
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•
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giving the Lead Director authority to call special meetings of the Board (along with the Chairman of the Board and the President) and increasing the number of directors required to call a special meeting of the Board from two directors to a majority of the directors then in office;
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•
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reducing the time for giving electronic notice of special Board meetings to 24 hours from two days;
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•
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allowing “another person designated by the Board” (
e.g.
, the Lead Director) to preside at meetings of the directors in the absence of the Chairman of the Board and the President; and
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removing language stating that the Chairman of the Board supervises Tesoro’s business operations.
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clarifying the authority that the Board can delegate to its committees under the Delaware General Corporation Law; and
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providing authority for the Board and individual committees to appoint alternates in the event a committee member is unable to attend a meeting.
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modernizing the officer provisions and providing greater flexibility in appointing and delegating duties to officers; and
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clarifying that the Board does not appoint all Vice Presidents, and that individuals with a Vice President title are not officers of Tesoro unless they are appointed by the Board.
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3.1
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Amended and Restated Bylaws of Tesoro Corporation (amended and restated effective November 1, 2016).
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TESORO CORPORATION
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By:
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/s/ KIM K.W. RUCKER
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Kim K.W. Rucker
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Executive Vice President, General Counsel and Secretary
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Exhibit Number
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Description
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3.1
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Amended and Restated Bylaws of Tesoro Corporation, dated effective November 1, 2016
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1 Year Andeavor Chart |
1 Month Andeavor Chart |
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