M
ME NEWS
06 Mar 2025, 06:47
The AZEK Company Inc. Announces Amendments to Corporate Charter and Election of Board Members
Chicago, IL (March 5, 2025) – The AZEK Company Inc. (NYSE: AZEK) announced today the approval of amendments to its Certificate of Incorporation and the results of its 2025 Annual Meeting of Stockholders held on February 28, 2025.
Key Corporate Amendments
At the Annual Meeting, stockholders approved amendments to the Company’s Restated Certificate of Incorporation, including:
Removal of References to Former Private Equity Sponsors – This amendment eliminates outdated references to AZEK’s previous private equity sponsors.
Removal of Sponsor Corporate Opportunity Waiver Provision – This amendment removes a waiver provision that had previously exempted private equity sponsors from certain corporate opportunities.
Following the approval, the Certificate of Amendment was filed with the Delaware Secretary of State on March 5, 2025, becoming immediately effective.
Board of Directors Election Results
Stockholders elected the following individuals to serve one-year terms on the Board of Directors until the 2026 Annual Meeting:
Gary Hendrickson
Jesse Singh
Pamela Edwards
Howard Heckes
Vernon J. Nagel
Harmit Singh
Brian Spaly
Fiona Tan
Each nominee received strong stockholder support, with Jesse Singh receiving the highest number of votes (131,445,884 For / 1,283,096 Withheld).
Additional Proposals and Voting Results
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for FY 2025 – Approved (136,245,470 votes For).
Approval of Executive Compensation in an advisory vote – Approved (127,885,201 votes For).
Amendments to Certificate of Incorporation to remove references to private equity sponsors – Approved (96,413,651 votes For).
Removal of Sponsor Corporate Opportunity Waiver – Approved (132,669,589 votes For).
Removal of Sponsors’ Exemption from Business Combination Restrictions – Not Approved (53,699,518 votes For, 78,975,181 votes Against).
Next Steps
The Third Restated Certificate of Incorporation reflecting the approved amendments has been filed with the Delaware Secretary of State and is now effective.
Chicago, IL (March 5, 2025) – The AZEK Company Inc. (NYSE: AZEK) announced today the approval of amendments to its Certificate of Incorporation and the results of its 2025 Annual Meeting of Stockholders held on February 28, 2025.
Key Corporate Amendments
At the Annual Meeting, stockholders approved amendments to the Company’s Restated Certificate of Incorporation, including:
Removal of References to Former Private Equity Sponsors – This amendment eliminates outdated references to AZEK’s previous private equity sponsors.
Removal of Sponsor Corporate Opportunity Waiver Provision – This amendment removes a waiver provision that had previously exempted private equity sponsors from certain corporate opportunities.
Following the approval, the Certificate of Amendment was filed with the Delaware Secretary of State on March 5, 2025, becoming immediately effective.
Board of Directors Election Results
Stockholders elected the following individuals to serve one-year terms on the Board of Directors until the 2026 Annual Meeting:
Gary Hendrickson
Jesse Singh
Pamela Edwards
Howard Heckes
Vernon J. Nagel
Harmit Singh
Brian Spaly
Fiona Tan
Each nominee received strong stockholder support, with Jesse Singh receiving the highest number of votes (131,445,884 For / 1,283,096 Withheld).
Additional Proposals and Voting Results
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for FY 2025 – Approved (136,245,470 votes For).
Approval of Executive Compensation in an advisory vote – Approved (127,885,201 votes For).
Amendments to Certificate of Incorporation to remove references to private equity sponsors – Approved (96,413,651 votes For).
Removal of Sponsor Corporate Opportunity Waiver – Approved (132,669,589 votes For).
Removal of Sponsors’ Exemption from Business Combination Restrictions – Not Approved (53,699,518 votes For, 78,975,181 votes Against).
Next Steps
The Third Restated Certificate of Incorporation reflecting the approved amendments has been filed with the Delaware Secretary of State and is now effective.
