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COSTAR
GROUP, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-24531
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52-2091509
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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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2 Bethesda Metro
Center, Bethesda, Maryland
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20814
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(Address
of principal executive offices)
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(Zip
Code)
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Article
II, Section 4 is amended to specify the means by which notice of
stockholder meetings may be given and to set forth when such notices are
deemed to be given.
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Article
II, Section 6 is amended to provide that the Board of Directors, the
Chairman of the Board or the President may adjourn any annual or special
stockholder meeting. The previous provision stated that holders
of a majority in number of the shares of stock present in person or by
proxy and entitled to vote at a stockholder meeting could adjourn such
meeting.
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Article
II, Section 8 is amended and restated
to:
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o
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State
that business to be acted upon at an annual stockholder meeting may only
be brought before the stockholders pursuant to the Company’s notice, at
the direction of the Board or by a stockholder of record who is entitled
to vote at such meeting and who complies with the notice procedures set
forth in that Section 8.
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o
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Set
forth the timeframe during which stockholder notices of nominations or
proposals of other business must be provided to the Company to be timely,
which time frame changed from (a) 60 to 90 days prior to the first
anniversary of the preceding year’s annual meeting to (b) 75 to 105 days
prior to the first anniversary of the preceding year’s annual
meeting.
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Set
forth the dates by which stockholder notices of nominations or proposals
of other business must be provided to the Company if the date of the
annual meeting is more than 30 days before or more than 70 days after the
anniversary of the preceding year’s annual meeting (the previous provision
provided this information if the date of the annual meeting is more than
30 days before or more than 60 days after such
anniversary).
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o
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Require
that a stockholder’s notice of nomination of a director include such
nominee’s written consent to being named in the proxy statement as a
nominee and to serving as a
director.
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o
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Expand
the information that a stockholder submitting a nomination or other
proposal of business must provide about the nominee, the stockholder, the
beneficial owner, if any, on whose behalf the stockholder is acting and
any business proposed, including information about the class and number of
shares of Company stock owned by such stockholder and beneficial owner,
information that would enable the board of directors to determine a
nominee's eligibility to serve as a director, the
text of the proposal, a description of any substantial interest of such
stockholder and the beneficial owner in such business, a description of
any agreement with respect to the nomination or other business between the
stockholder or beneficial owner and any other person, and a description of
any agreement the effect or intent of which is to mitigate loss, manage
risk or benefit from changes in the Company’s share price or increase or
decrease the voting power of the stockholder or beneficial
owner.
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Require
that the stockholder submitting the nomination or proposal represent that
the stockholder intends to appear in person or by proxy at the meeting and
whether
the stockholder or beneficial owner, if any, on whose behalf the
stockholder is acting will engage in a solicitation with respect to the
proposed business and certain details related
thereto.
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o
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State
that the notice requirements in Section 8(a)(ii) do not apply if the
stockholder notifies the Company of his or her intention to present a
stockholder proposal at an annual meeting in accordance with Rule 14a-8
under the Exchange Act and the proposal has been included in the Company’s
proxy statement.
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o
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State
that if the number of directors to be elected is increased by more than
50% of the previous size and there is no public announcement naming all of
the nominees for the Board or specifying the size of the increase by the
Company at least 105 days prior to the first anniversary of the preceding
year’s annual meeting, a stockholder’s notice of a nomination shall be
timely with respect to nominees for those new positions if delivered not
later than the 10th
day following the public announcement by the
Company.
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With
respect to special meetings, state that only business brought before the
meeting pursuant to the Company’s notice of meeting shall be conducted and
set forth who may make nominations for directors at a special meeting and
the procedures for any such stockholder nominations, including compliance
with the same notice provisions as required for stockholder nominations at
annual meetings.
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o
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In
the event the Company calls a special meeting for the purpose of electing
one or more directors, set forth the timing and procedures for submission
of stockholder nominations for those
positions.
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Clarify
that public announcement of an adjournment of the annual or a special
meeting shall not commence a new time period or extend any time period for
the giving of a stockholder’s
notice.
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Clarify
that the Board shall have the power to determine whether a nomination or
any business proposed was made in accordance with the advance notice
procedures, and, if not, then the Chairman of the meeting shall have the
power to declare that such nomination shall be disregarded or such
proposed business not transacted. Further, if the stockholder
making a proposal does not provide required information regarding Company
stock holdings within five business days following the record date for an
annual or special meeting or the stockholder or his or her qualified
representative does not appear at such meeting, then the nomination shall
be disregarded or business proposed not
transacted.
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Define
the terms “public announcement” and “beneficially owned” and indicate who
is deemed to be a qualified representative of a
stockholder.
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Clarify
that the provisions of Section 8 shall not affect rights of holders of any
series of Preferred Stock to elect directors pursuant to any applicable
provisions of the Certificate of
Incorporation.
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Article
II, Section 9(b) is added to provide that the Board is entitled to make
such rules and regulations for the conduct of meetings of stockholders as
it deems necessary, appropriate or convenient; and, that subject to such
rules, the Chairman or presiding officer has the right and authority to
prescribe rules, regulations and procedures necessary, appropriate or
convenient for the proper conduct of the
meeting.
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Article
II, Section 10 is added to provide that stockholders may vote in person or
by written proxy and to set forth provisions governing the use of
proxies.
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Article
II, Section 11 is added to allow the Board, in its discretion, to
determine that a stockholder meeting be held by means of remote
communication. Section 11 prescribes certain guidelines for
stockholder meetings held remotely.
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Article
III, Section 5 is amended to specify the means by which notice of regular
meetings may be provided to
directors.
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Article
III, Section 6 is amended to clarify the procedures for notice to
directors of special meetings and to provide additional means by which
such notice may be provided to directors. As revised, Section 6
permits any business to be transacted at a special meeting, unless the
notice indicates otherwise. Previously, Section 6 required that
an amendment of the Bylaws could only be acted upon if the notice of
meeting stated that such amendment was one of the purposes of the meeting,
or all members of the Board were present at such
meeting.
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Article
III, Section 12 is added to provide that directors and members of Board
committees may receive compensation for their services and reimbursement
of expenses as determined by the
Board.
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Article
V, Section 1 was amended to clarify the definition of “Proceeding” and to
make other clarifying changes. In addition, Section 1 was
amended to provide that, except with respect to a proceeding to enforce
rights to indemnification or advancement of expenses, the Company is
required to indemnify a director or officer under Article V in connection
with a Proceeding initiated by such person only if the Proceeding was
authorized by the Board.
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Article
V, Section 5 is amended to clarify that the indemnification rights and
rights to advancement of expenses provided in Article V are contract
rights with respect to directors and officers, which rights vest at the
time a person becomes a director of officer of the
Company.
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Article
V, Section 9 is added to set forth procedures for obtaining
indemnification or advancement of
expenses.
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Article
V, Section 10 is added to provide that the Company may maintain insurance
to protect itself and directors, officers, employees and agents of the
Company or another entity whether or not the Company would have the power
to indemnify such person.
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Article
VI, Section 1 is amended to permit the Board to provide that some or all
classes of stock shall be uncertificated
shares.
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Article
VI, Section 5 is added to provide that the Company is entitled to
recognize the registered holder as the owner of shares and shall not be
required to recognize any equitable or other claim in such shares by
another person.
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Article
VI, Section 6 is added to state that the Board may make such additional
rules as it deems expedient with respect to shares of stock of the
Company.
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Article
VII, Section 1 is amended to expand the means by which notice may be given
to directors.
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Article
VIII, Section 3 is amended to clarify who is authorized to execute and
deliver agreements in the name and on behalf of the
Company.
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Article
VIII, Section 7 is added to provide that directors and members of any
committee may rely in good faith on the books and records of the Company,
the information, reports and statements presented to the Company by its
officers, employees and committees of the Board so designated or by
experts selected with reasonable care by the
Company.
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Article
VIII, Section 8 is added to provide that the powers, duties and
responsibilities provided in the Bylaws are qualified by the Certificate
of Incorporation and applicable
law.
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Article
IX is amended and restated to provide that the Board is authorized to
adopt, amend and repeal the Bylaws, and that the affirmative vote of
holders of at least a majority of issued and outstanding stock is required
for stockholders to amend or repeal, or adopt any provision inconsistent
with, any provision of the Bylaws; provided, that the affirmative vote of
holders of at least 66 2/3% of issued and outstanding stock is required
for stockholders to amend or repeal, or adopt any provision inconsistent
with, any provision of Article II, Sections 3 and 8 (Special Stockholder
Meetings and Stockholder Proposals); Article V (Indemnification) and
Article IX (Amendments). The previous Article IX stated that
the Bylaws could be amended or repealed and new Bylaws adopted by the
Board, provided that the notice of any special meeting shall have stated
that the amendment of the Bylaws was one of the purposes of the meeting;
and that the Bylaws could be amended or repealed and new Bylaws adopted by
the holders of a majority of the outstanding stock, provided the notice of
any special meeting included notice of such proposed
action.
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COSTAR
GROUP, INC.
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By:
/s/Brian J.
Radecki
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Date:
January 22, 2009
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Name: Brian
J. Radecki
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Title: Chief
Financial Officer
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Exhibit
3.1
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Amended
and Restated Bylaws of CoStar Group,
Inc.
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