Myriad Genetics, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/15/2020   Download
SEC Document
SEC Filing

(a) On October 9, 2020, the Board adopted amendments to Myriad’s Restated By-Laws (the “By-Laws”) to replace the plurality voting standard for uncontested director elections with a majority voting standard. The majority voting standard requires that a nominee receive a majority of the votes cast in an uncontested election to be elected or re-elected as director.

The By-Laws, as amended, provide that if, in an uncontested election, an incumbent director does not receive a majority of the votes cast, such director must submit an irrevocable resignation to the Nominating and Governance Committee of the Board (the “Committee”). The Committee must make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board must act on the resignation, taking into account the Committee’s recommendation, and publicly disclose in a filing with the Securities and Exchange Commission (the “SEC”) its decision regarding the resignation within 90 days following certification of the election results.