ABIOMED, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-Q on 02/06/2020   Download
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SEC Filing

(a) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 4, 2020, the Company’s board of directors (the “Board”) adopted amendments to the Company’s Amended and Restated By-laws (the “By-laws,” and as so amended, the “Amended By-laws”), effectively immediately, to change the requirements under which stockholders may (i) nominate persons for election to the Board or bring business before an annual meeting of stockholders and (ii) nominate persons for election to the Board at a special meeting of stockholders called by the Board for that purpose, in each case, without including such matters in the Company’s proxy materials. As amended, nominations and notices of other business to be brought before an annual meeting must be received at the Company’s principal executive offices not more than 120 days nor less than 90 days prior to the anniversary date of the immediately preceding annual meeting. Director nominations for a special meeting must be received at the Company’s principal executive offices not more than 120 days prior to the scheduled date of the special meeting nor less than (i) 90 days prior to the scheduled date of the special meeting or (ii) 10 days following the date on which the Company publicly announces the special meeting. In addition, the amendments to the By-laws expand upon the procedural requirements applicable to stockholders who wish to nominate director candidates or propose other business at a meeting of stockholders, by adding certain customary informational and other requirements regarding the proposing stockholder and any director nominee. The Board made the amendments to the timing and other procedural requirements for stockholder nominations and proposals of other business to align them with peer company norms. The Board also enacted amendments to the provisions of the By-laws that permit the Board to act unanimously without a meeting, by clarifying that Board members may consent to such action by electronic transmission, and made certain other immaterial conforming amendments.