SEC Info - Regal Rexnord Corp. - ‘10-Q’ for 10/2/21

Regal Rexnord Corp. – ‘10-Q’ for 10/2/21 – ‘EX-3.1’

On: Wednesday, 11/10/21, at 4:24pm ET · For: 10/2/21 · Accession #: 82811-21-161 · File #: 1-07283

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AMENDED AND RESTATED ARTICLES OF INCORPORATION OF REGAL REXNORD CORPORATION (Effective October 4, 2021) Pursuant to Section 180.1007 of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes (the “WBCL”), these amended and restated articles of incorporation of the corporation (the “Corporation”), which Corporation is organized under Chapter 180 of the Wisconsin Statutes, supersede and take the place of the existing articles of incorporation of the Corporation and any and all amendments thereto: ARTICLE I NAME The name of the Corporation is Regal Rexnord Corporation. ARTICLE II PURPOSE The purposes for which the Corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the WBCL. ARTICLE III STOCK The aggregate number of shares which the Corporation shall have authority to issue is one hundred and fifty million (150,000,000) consisting of one class only, designated as “Common Stock” of the par value of one cent ($0.01) per share. ARTICLE IV PREEMPTIVE RIGHTS No holder of any stock of the Corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares. ARTICLE V BOARD OF DIRECTORS (a) The authorized number of directors of the Corporation which shall constitute the entire Board of Directors shall be such as from time to time shall be determined by majority of the then authorized number of directors, but in no case shall the authorized number of directors be less than three (3) or more than fifteen (15). Until the annual meeting of shareholders of the

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2 Corporation held in 2016, the directors shall be divided with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible, as determined by the Board of Directors, with the members of each class to hold office until their successors have been elected and qualified, or until their earlier resignation or removal. At each annual meeting of shareholders prior to the annual meeting of shareholders of the Corporation held in 2016, the successors of the members of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of directors held in the third year following the year of their election. Commencing with the annual meeting of shareholders of the Corporation held in 2016, directors shall be elected and shall hold office for terms as follows: (i) at the 2016 annual meeting of shareholders, directors for whom such annual meeting is the annual meeting of shareholders held in the third year following the year of their election (or such directors’ successors) shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified, and the remaining directors shall hold office for the term for which they were elected and until their successors have been elected and qualified, (ii) at the 2017 annual meeting of shareholders, directors for whom such annual meeting is the annual meeting of shareholders held in the third year following the year of their election and directors elected at the 2016 annual meeting of shareholders (or such directors’ successors) shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified, and the remaining directors shall hold office for the term for which they were elected and until their successors have been elected and qualified, and (iii) at the 2018 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until their successors have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director. Any director elected to fill a vacancy who is replacing a director who was in the course of serving a three-year term shall serve for the remainder of the predecessor’s term. (b) Any director may be removed from office by the shareholders, but only for cause and only by the affirmative vote of a majority of the votes then entitled to be cast in an election of directors. (c) Any vacancy occurring on the Board of Directors, including, but not limited to, a vacancy created by an increase in the number of directors or the removal of a director, shall be filled only by the affirmative vote of a majority of the directors then in office, even if such majority is less than a quorum of the board of Directors, or by a sole remaining director. If no director remains in office, any vacancy may be filled by the shareholders. Any director elected to fill a vacancy shall serve until the next election of the class for which such director shall have been chosen. ARTICLE VI SHAREHOLDER CONSENT ACTION Action required or permitted by the WBCL to be taken at a shareholder’s meeting may be taken without a meeting by shareholders who would be entitled to vote shares at a meeting with voting power sufficient to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the Corporation for

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3 inclusion in its corporate records. Such a consent has the effect of a meeting vote and may be described as such in any document. Such action shall be effective when consents representing the required number of shares are delivered to the Corporation, unless the consents specify a different effective date. ARTICLE VII SHAREHOLDER VOTE REQUIRED Unless a greater number of affirmative votes is required by the WBCL or these Articles of Incorporation, action on a matter, including the election of directors, by shareholders is approved only if a majority of the votes represented in person or by proxy at a meeting at which a quorum is present are cast in favor of the action. ARTICLE VIII REGISTERED OFFICE AND AGENT The address of the initial registered office of the Corporation is 200 State Street, Beloit, Rock County, Wisconsin 53511 and the name of its initial registered agent at such address is Gerald J. Berres. * * * * *

This ‘10-Q’ Filing

Date

Other Filings

Filed on:

11/10/21

10/4/21

3, 4, 4/A, 8-K/A

For Period end:

10/2/21

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 Regal Rexnord Corp. S-4 59:77M Toppan Merrill/FA 2/26/24 Regal Rexnord Corp. 10-K 12/31/23 130:19M 5/10/23 Regal Rexnord Corp. S-8 5/10/23 10:277K Toppan Merrill/FA 3/27/23 Regal Rexnord Corp. S-8 3/27/23 5:234K Toppan Merrill/FA 2/24/23 Regal Rexnord Corp. 10-K 12/31/22 123:18M 3/02/22 Regal Rexnord Corp. 10-K 1/01/22 136:147M

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/07/21 Regal Rexnord Corp. 8-K:2,5,7,8 9/30/21 14:1.6M Toppan Merrill/FA

Regal Rexnord Corp. – ‘10-Q’ for 10/2/21 – ‘EX-3.1’

On: Wednesday, 11/10/21, at 4:24pm ET · For: 10/2/21 · Accession #: 82811-21-161 · File #: 1-07283

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‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws

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Dates Referenced Herein and Documents Incorporated by Reference

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Regal Rexnord Corp. – ‘10-Q’ for 10/2/21 – ‘EX-3.1’

On: Wednesday, 11/10/21, at 4:24pm ET · For: 10/2/21 · Accession #: 82811-21-161 · File #: 1-07283

Quarterly Report — Form 10-QFiling Table of Contents

‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

1 Previous Filing that this Filing References

Quarterly Report — Form 10-Q

Filing Table of Contents