Replimune Group, Inc.
Extract: Charter Amendment (Plain English Desc) from a DEF 14A on 08/09/2019   Download
SEC Document
SEC Filing

PROPOSAL NO. 2—AMENDMENT OF CERTIFICATE OF INCORPORATION

        We are asking our stockholders to approve an amendment (the "Amendment") of our certificate of incorporation. The following description is a summary only and is qualified in its entirety by reference to the complete text of the Amendment appended to this Proxy Statement as Appendix A, which we encourage our stockholders to read in its entirety.

        The Amendment would amend and restate Article Eleven of our certificate of incorporation. Currently, Article Eleven, Section 2 provides that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. On December 19, 2018, the Chancery Court of Delaware ruled that such exclusive federal forum provisions are invalid under Delaware law. Additionally, the Amendment would provide that the Delaware exclusive forum provision set forth therein will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder, or otherwise limit the rights of any stockholder to bring any claim under such laws, rules or regulations in any United States federal district court of competent jurisdiction. The Board unanimously approved, and recommends that our stockholders approve, the Amendment to amend and restate Article Eleven.