Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 3, 2021, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company") adopted the Third Amended and Restated Bylaws of the Company (the "Third Amended and Restated Bylaws") in order to amend and restate the Company's Second Amended and Restated Bylaws, dated February 10, 2016. The changes effected by the Third Amended and Restated Bylaws include, without limitation, the following:
•adoption of a majority voting standard for uncontested director elections, with plurality voting to continue to apply in any contested director elections;
•adoption of a director resignation policy for incumbent directors who do not receive a majority of the votes cast in an uncontested election;
•revised informational requirements under the advance notice provisions for nominations and proposals to be made by stockholders at stockholder meetings;
•elaboration of the circumstances under which stockholder meetings may be postponed or adjourned;
•elaboration of the powers of the Board and the chair of a stockholder meeting to regulate conduct at stockholder meetings;
•outlining Board procedures in the event of an emergency;
•expressly permitting stockholder meetings to be held solely by means of remote communication;
•allowing for special meetings of the Board to be called on less than 24 hours’ notice in exigent circumstances; and
•providing that directors will be apportioned among the classes in as nearly equal numbers as possible.
The Third Amended and Restated Bylaws are effective March 3, 2021. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.