Rayovac 2008 Annual Report Download - page 201

material relationships, between or among any Proposing Person, on the one hand, and such proposed nominee, his or her respective affiliates and associates (each
within the meaning of Rule 12b-2 under the Exchange Act for purposes of these By-Laws) and any other persons with whom such proposed nominee (or any of
his or her respective affiliates and associates) is acting in concert, on the other hand, including all information that would be required to be disclosed pursuant to
Item 404 under Regulation S-K if such Proposing Person were the “registrant:” for purposes of such rule and the proposed nominee were a director or executive
officer of such registrant;provided,however, that the Corporation may also require any proposed nominee and any Proposing Person to cause such proposed
nominee to furnish such other information (1) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as
an independent directors of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines or (2) that could be material to a reasonable
shareholder’s understanding of the independence or lack of independence of such proposed nominee;
(I) in the case of each Proposing Person that is a shareholder of record, a representation that such Proposing Person is a holder of record or beneficial owner of
capital stock of the Corporation entitled to vote at the applicable meeting and intends to appear in person or by proxy to propose such business; and
(J) a representation as to whether such Proposing Person intends, or intends to be part of a group (within the meaning of Rule 13d-3 under the Exchange Act) that
intends, (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve
or adopt the proposed business or nomination and/or (2) otherwise to solicit proxies from shareholders in support of such proposal or nomination.
(b) If information submitted pursuant to a Shareholder Notice shall be deemed by the Board of Directors incomplete or inaccurate, any
authorized officer or the Board of Directors or any committee thereof may treat such information as not having been provided in accordance with Section II.13 or
this Section II.14, as applicable. Any Shareholder Notice that is deemed by the Board of Directors inaccurate, incomplete or otherwise failing to satisfy
completely any provision of Section II.13 or this Section II.14, as applicable, shall be deemed defective and shall thereby render all proposals or nominations set
forth in such Shareholder Notice defective. Upon written request by the Secretary or the Board of Directors or any committee thereof (which may be made from
time to time), any shareholder proposing a nominee for election as a director or any proposal for other business at a meeting of shareholders shall provide, within
three business days after such request (or such longer period as may be specified in such request), (i) written verification, satisfactory to the Secretary or any
other authorized officer of the Corporation or the Board of Directors or any committee thereof, in his, her or its discretion, to demonstrate the accuracy of any
information submitted by any Proposing Person (or, if applicable, the proposed nominee) pursuant to Section II.13 or Section II.14, as applicable, with respect to
the applicable Shareholder Notice, (ii) written responses to information reasonably requested by the Secretary, the Board of Directors or any committee thereof
and (iii) a written update, to a current date, of any information submitted by any Proposing Person (or, if applicable, the proposed nominee) pursuant to Section
II.13 or Section II.14, as applicable, as of an earlier date, with respect to the applicable Shareholder Notice. If the shareholder fails to provide such written
verification, information or update within such period, the Secretary or any other authorized officer of the Corporation or the Board of Directors may treat the
information which was previously provided and to which the verification, request or update relates as not having been provided in accordance with Section II.13
or Section II.14, as applicable;provided,however, that no such written verification, response or update shall cure any incompleteness, inaccuracy or failure in
any such Shareholder Notice. It is the responsibility of a shareholder who wishes to submit a Shareholder Notice to comply with the requirements of the Article
of Incorporation, these By-Laws and applicable law; nothing in these By-Laws or otherwise shall create any duty of the Corporation, the Board of Directors or
any committee thereof nor any officer of the Corporation to inform a shareholder that the information submitted pursuant to Section II.13 or Section II.14, as
applicable, is incomplete or inaccurate or not otherwise in accordance with the Articles of Incorporation, these By-Laws or applicable law, nor require the
Corporation, the Board of Directors, any committee of the Board of Directors or any officer of the Corporation to request clarification or updating of information
provided by any shareholder, but the Board of Directors, a committee thereof or the Secretary acting on behalf of the Board of Directors or a committee, may do
so in its, his or her discretion.
(c) A shareholder providing a Shareholder Notice shall further update and supplement
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008