Attached files
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EX-3.1 - EX-3.1 - SYNOVUS FINANCIAL CORP | g23095exv3w1.htm |
8-K - FORM 8-K - SYNOVUS FINANCIAL CORP | g23095e8vk.htm |
Exhibit 3.2
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
SYNOVUS FINANCIAL CORP.
TO
THE ARTICLES OF INCORPORATION
OF
SYNOVUS FINANCIAL CORP.
1.
The name of the corporation is Synovus Financial Corp.
2.
The Articles of Incorporation, as amended, of the Corporation are amended by adding to the end
of Article 4 the heading Creation of Series B Participating Cumulative Preferred Stock and
thereafter the powers, rights, and preferences, and the qualifications, limitations, and
restrictions thereof, of the Series B Participating Cumulative Preferred Stock are as set forth in
Exhibit A attached hereto.
3.
The foregoing amendments were adopted on April 26, 2010.
4.
The foregoing amendments were duly adopted by the Board of Directors of Synovus Financial
Corp. without shareholder action. The foregoing amendments did not require shareholder action.
IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be
executed as of April 26, 2010.
SYNOVUS FINANCIAL CORP. |
||||
By: | /s/ Thomas J. Prescott | |||
Name: | Thomas J. Prescott | |||
Its: | Executive Vice President and Chief Financial Officer |
EXHIBIT A
DESIGNATIONS, POWERS, PREFERENCES, LIMITATIONS,
RESTRICTIONS AND RELATIVE RIGHTS
RESTRICTIONS AND RELATIVE RIGHTS
OF
SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
SYNOVUS FINANCIAL CORP.
Section 1. Designation and Number of Shares. The shares of such series shall be designated
as Series B Participating Cumulative Preferred Stock (the Series B Preferred Stock), and the
number of shares constituting such series shall be 2,500.
Section 2. Dividends and Distributions. (a) Subject to the prior and superior rights of the
holders of any shares of any class or series of stock of the Corporation ranking prior and superior
to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of
Series B Preferred Stock, in preference to the holders of shares of any class or series of stock of
the Corporation ranking junior to the Series B Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, regular quarterly dividends payable on such dates each year as
designated by the Board of Directors (each such date being referred to herein as a Quarterly
Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after the first
issuance of any share or fraction of a share of Series B Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number (as
defined below) times the aggregate per share amount of all cash dividends or other distributions
and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other
distributions (other than (A) a dividend payable in shares of Common Stock, par value $1 per share,
of the Corporation (the Common Stock) or (B) a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. As
used herein, the Multiplier Number shall be 1,000,000; provided that if, at any time after April
26, 2010, there shall be any change in the Common Stock, whether by reason of stock dividends,
stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in
capitalization, or any distribution or issuance of shares of its capital stock in a merger, share
exchange, reclassification,
or change of the outstanding shares of Common Stock, then in each such event the Board of
Directors shall adjust the Multiplier Number to the extent appropriate such that following such
adjustment each share of Series B Preferred Stock shall be in the same economic position as prior
to such event.
(b) The Corporation shall declare a dividend or distribution on the Series B Preferred Stock
as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common
Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no
dividend or distribution shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with
respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any
share or fraction of a share of Series B Preferred Stock and such first Quarterly Dividend Payment
Date), a dividend of $1.00 per share on the Series B Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B
Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance
of such shares of Series B Preferred Stock, unless the date of issuance of such shares is on or
before the record date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date of issue of such shares, or
unless the date of issue is a date after the record date for the determination of holders of shares
of Series B Preferred Stock entitled to receive a quarterly dividend and on or before such
Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on shares of Series B Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series B Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record date shall not be more
than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. In addition to any other voting rights required by law, the
holders of shares of Series B Preferred Stock shall have the following voting rights:
(a) Each share of Series B Preferred Stock shall entitle the holder thereof to a number of
votes equal to the Multiplier Number on all matters submitted to a vote of shareholders of the
Corporation.
(b) Except as otherwise provided herein or by law, the holders of shares of Series B Preferred
Stock and the holders of shares of Common Stock
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shall vote together as a single class on all matters submitted to a vote of shareholders of
the Corporation.
(c) (i) If at any time dividends on any Series B Preferred Stock shall be in arrears in an
amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a default period) which shall extend until such time when
all accrued and unpaid dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series B Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default period, all holders of Series
B Preferred Stock and any other series of Preferred Stock then entitled as a class to elect
directors, voting together as a single class, irrespective of series, shall have the right to elect
two Directors.
(ii) During any default period, such voting right of the holders of Series B Preferred Stock
may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at
any annual meeting of shareholders, and thereafter at annual meetings of shareholders; provided
that neither such voting right nor the right of the holders of any other series of Preferred Stock,
if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless
the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or
by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by
holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred
Stock shall initially exercise such voting right, they shall have the right, voting as a class, to
elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to
two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the
number which may be so elected at any special meeting does not amount to the required number, the
holders of the Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required number. After the
holders of the Preferred Stock shall have exercised their right to elect Directors in any default
period and during the continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the Series B Preferred Stock.
(iii) Unless the holders of Preferred Stock shall have previously exercised their right to
elect Directors during an existing default period, the Board of Directors may order, or any
shareholder or shareholders owning in the aggregate not less than 10% of the total number of shares
of Preferred Stock outstanding, irrespective of series, may request, the calling of a special
meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer, any Executive Vice President
or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii) shall be given
to each holder of
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record of Preferred Stock by mailing such notice to him at the address of such holder shown on
the registry books of the Corporation. Such meeting shall be called for a time not earlier than 20
days and not later than 60 days after such order or request or in default of the calling of such
meeting within 60 days after such order or request, such meeting may be called on similar notice by
any shareholder or shareholders owning in the aggregate not less than 10% of the total number of
shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of
this Section 3(c)(iii), no such special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of shareholders.
(iv) In any default period, the holders of Common Stock, and other classes of stock of the
Corporation if applicable, shall continue to be entitled to elect the whole number of Directors
until the holders of Preferred Stock shall have exercised their right to elect two Directors voting
as a class, after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in Section 3(c)(ii) hereof) be filled by vote of a majority of
the remaining Directors theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this Section 3(c) to Directors
elected by the holders of a particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right of the holders of
Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by
the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the articles of incorporation or bylaws irrespective of any
increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however,
to change thereafter in any manner provided by law or in the articles of incorporation or bylaws).
Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining Directors.
(d) The articles of incorporation of the Corporation shall not be amended in any manner
(whether by merger or otherwise) so as to adversely affect the powers, preferences or special
rights of the Series B Preferred Stock without the affirmative vote of the holders of a majority of
the outstanding shares of Series B Preferred Stock, voting separately as a class.
(e) Except as otherwise expressly provided herein or by applicable law, holders of Series B
Preferred Stock shall have no special voting rights and their consent shall not be required (except
to the extent they are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
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Section 4. Certain Restrictions. (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series B Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding shares of Series B Preferred Stock shall have been paid in full, the Corporation
shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the
Series B Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with
the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all
such other parity stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding-up) to the Series B Preferred
Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding-up) to the Series B Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series B Preferred Stock,
or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution
or winding-up) with the Series B Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all holders of Series B
Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for value any shares of stock of the Corporation unless the Corporation could,
under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired promptly after the
acquisition thereof. All such shares shall upon their retirement become authorized but unissued
shares of Preferred Stock without designation as to series and may be reissued as part of a new
series of Preferred
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Stock to be created by the Board of Directors as permitted by the articles of incorporation of
the Corporation or as otherwise permitted under Georgia law.
Section 6. Liquidation, Dissolution and Winding-up. Upon any liquidation, dissolution or
winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock
shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment; provided that the
holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per
share equal to (x) the Multiplier Number times (y) the aggregate amount to be distributed per share
to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with the Series B Preferred Stock, except
distributions made ratably on the Series B Preferred Stock and all such other parity stock in
proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding-up.
Section 7. Consolidation, Merger, etc. If the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other property, then in any
such case the shares of Series B Preferred Stock shall at the same time be similarly exchanged for
or changed into an amount per share equal to (x) the Multiplier Number times (y) the aggregate
amount of stock, securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged.
Section 8. No Redemption. The Series B Preferred Stock shall not be redeemable.
Section 9. Rank. The Series B Preferred Stock shall rank junior to all other series of the
Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation,
dissolution and winding-up, unless the terms of such series shall specifically provide otherwise,
and shall rank senior to the Common Stock as to such matters. Without limiting the generality of
the foregoing, the Series B Preferred Stock shall rank junior to the Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, as to the payment of dividends and the distribution of assets
upon liquidation, dissolution and winding up.
Section 10. Fractional Shares. Series B Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have the benefit of all other
rights of holders of Series B Preferred Stock.
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