A charter provision can reach direct stockholder claims seeking money damages from an officer for a duty-of-care breach. It limits that remedy; it does not erase the duty. 8 Del. C. §102(b)(7)

"Officer" means the president, CEO, COO, CFO, chief legal officer, controller, treasurer, or chief accounting officer; an executive identified as one of the most highly compensated in SEC filings; or a person who agreed in writing to be treated as an officer for this purpose. 10 Del. C. §3114(b)

Claims: a stockholder's direct claim for money damages over a careless decision. The duty stays; the damages remedy goes. 8 Del. C. §102(b)(7)

Officers: the president, CEO, COO, CFO, chief legal officer, controller, treasurer, and chief accounting officer; an executive named among the most highly compensated in SEC filings; anyone who agreed in writing to be treated as an officer. 10 Del. C. §3114(b)

First, the board adopts a resolution that sets out the amendment and declares it advisable. The proposal then goes to the stockholders for the required vote. After approval, the corporation executes and files a certificate of amendment. 8 Del. C. §242(b)(1)

The amendment is effective when filed unless it states a permitted later effective time. 8 Del. C. §103(d)

The board must act first. The corporation cannot begin with a stockholder vote.

1. The board adopts a resolution that sets out the amendment and declares it advisable.
2. The stockholders vote to approve it. 8 Del. C. §242(b)(1)
3. The corporation files a certificate of amendment. It takes effect on filing unless it names a later time, at most 90 days out. 8 Del. C. §103(d)

The board must act first.

The statute always leaves officers exposed for breaches of the duty of loyalty; acts or omissions not in good faith; intentional misconduct; knowing violations of law; and transactions from which the officer received an improper personal benefit. 8 Del. C. §102(b)(7)(i), (ii), (iv)

Unlike directors, officers also stay exposed in actions brought by the corporation or in its right, so derivative claims stay live against officers. 8 Del. C. §102(b)(7)(v)

The provision cannot reach an act or omission that happened before it took effect.

Unlike directors, officers stay exposed to claims brought by the corporation or in its right. A derivative suit over the same careless decision is not shielded. 8 Del. C. §102(b)(7)(v)

The provision also never covers loyalty breaches, bad faith, intentional misconduct, knowing violations of law, or an improper personal benefit. 8 Del. C. §102(b)(7)(i), (ii), (iv)

Nothing before the effective date is covered.

It can put officers closer to directors on protection from money claims over careless decisions, reducing a gap that can complicate executive recruiting and retention.

It also changes settlement pressure. A care claim dismissed against exculpated directors could otherwise continue against officers on the same facts.

The amendment narrows one damages remedy. It does not protect loyalty breaches, bad faith, improper benefits, or derivative claims against officers.

Two reasons. It closes most of the gap between director and officer protection, which matters when recruiting and keeping executives. It removes the pressure of a care claim that was dismissed against the directors but continues against the officers on the same facts.

One limit. It narrows a single damages remedy and nothing else.