EXHIBIT 3.2(a)
CERTIFICATE OF AMENDMENT
OF THE
BYLAWS
OF
SKECHERS U.S.A., INC.
a Delaware corporation
Article II, Section 2.9 of the Bylaws of Skechers U.S.A., Inc., a Delaware corporation (the
“Company”) was amended, effective April 8, 1999, by the stockholder of the Company. Article II,
Section 2.9 was amended to provide in its entirety as follows:
SECTION 2.9 Advance Notice of Stockholder Proposals and Stockholder Nominations.
Nominations of persons for election to the board of directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at any meeting of
stockholders only (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction
of the Board, or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in these bylaws, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 2.9.
To be timely, a stockholder’s notice shall be delivered to the secretary at the principal
executive offices of the Corporation not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the first anniversary of the preceding
year’s annual meeting; provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the
Corporation has not previously held an annual meeting, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of such meeting is
first made by the Corporation. In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new time period for the giving
of a stockholder’s notice as described above.
Such stockholder’s notice shall set forth (I) as to each person whom the stockholder
proposes to nominate for election or reelection as a director (a) all information relating to such
person that is required to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder
(or any successor thereto) (including such person’s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected), (b) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated, (c) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting and nominate the person or persons specified in the notice; (d) a description of all
arrangements or understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; and (e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed pursuant to the proxy
rules of the United States Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board, (II) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (III) as to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (a) the name and address of such stockholder, as they
appear on the Corporation’s books, and of such beneficial owner, and (b) the class and number of
shares of the corporation which are owned beneficially and of record by such stockholder and such
beneficial owner. In addition, the stockholder making such proposal shall promptly provide any
other information reasonably requested by the Corporation. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at any meeting of the stockholders except in
accordance with the procedures set forth in this Section 2.9(A). The Chairman of any such meeting
shall direct that any nomination or business not properly brought before the meeting shall not be
considered.
This Certificate of Amendment of Bylaws shall be effective as of this 8th day of April, 1999.
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/s/ Philip Paccione |
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Philip Paccione, Secretary |