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1-13045
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23-2588479
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(Commission
File Number)
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(IRS
Employer Identification No.)
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·
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Explicitly
provide that the procedures set forth in Section 2.4 of the Bylaws, in the
case of business proposals, and in Sections 3.2 and 3.3 of the Bylaws, in
the case of director nominations, are the exclusive means for a
stockholder to submit such business proposals or director nominations,
other than proposals governed by Rule 14a-8 under the Securities and
Exchange Act of 1934, as amended (“Rule
14a-8”);
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·
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Clearly
distinguish the requirements of Sections 2.4, 3.2 and 3.3 of the Bylaws
from those relating to stockholder proposals that are required by Rule
14a-8 to be included in the Corporation’s proxy
statement;
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·
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In the case
of an annual meeting that is called for a date that is within 30 days
before or after the anniversary date of the immediately preceding annual
meeting of stockholders, change the advance notice deadlines required for
a stockholder to bring a business proposal or a director nomination before
an annual meeting to not less than 90 days, and not more than 120 days,
prior to the first anniversary of the Corporation’s prior year’s annual
meeting, rather than not less than 60 days, and not more than 90 days,
prior the first anniversary of the mailing of the Corporation’s prior
year’s proxy statement; and in the case of an annual meeting that is
called for a date that is not within 30 days before or after the
anniversary date of the immediately preceding annual meeting, change the
deadline to not later than the later of (x) the 120th day prior to such
annual meeting or (y) the close of business on the tenth day following the
day on which public disclosure of the date of the meeting was made, rather
than not later than the later of (x) the 90th day prior to such annual
meeting or (y) the close of business on the tenth day following the day on
which public disclosure of the date of the meeting was
made;
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·
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Clarify the
definition of “public disclosure”;
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·
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Clarify
that adjournments or postponements of a stockholders’ meeting do not
commence a new time period for the giving of a stockholder’s advance
notice;
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·
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Clarify
that a stockholder making a business proposal or director nomination at a
meeting of stockholders must be a stockholder of record not only at the
time of the meeting, but through any adjournment or postponement
thereof;
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·
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Expand the
required disclosure regarding a stockholder making a business proposal or
director nomination to include, among other things, (i) a description of
any relationships or agreements between the stockholder and any of its
affiliates or associates with respect to such proposed business and (ii)
all of such stockholder’s ownership interests, such as derivatives, hedged
positions and other economic and voting interests;
and
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·
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Require a
person proposed to be nominated for election as a director (i) to deliver
a completed questionnaire including (1) a description of such person’s
background and qualifications and (2) a representation that such person
has no voting agreements, has no undisclosed compensation arrangements and
will comply with the Corporation’s governance policies and guidelines,
(ii) to disclose any compensatory or other material agreements such person
has with the nominating stockholder or its affiliates and (iii) to
disclose all of such person’s ownership interests, such as derivatives,
hedged positions and other economic and voting
interests.
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Exhibit
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Number
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Exhibit
Description
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3.1
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Amended and
Restated Bylaws of Iron Mountain Incorporated (as adopted on March 5,
2009).
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3.2
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Amended and
Restated Bylaws of Iron Mountain Incorporated (as adopted on March 5,
2009) - marked version.
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IRON
MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Ernest W.
Cloutier
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Name: Ernest
W. Cloutier
Title: SVP
and General Counsel
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