Athira Pharma, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/18/2022   Download
SEC Document
SEC Filing

On November 15, 2022, the board of directors (the “Board”) of Athira Pharma, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company, effective immediately. The amendments effected by the Amended and Restated Bylaws include changes designed to comply with new Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and enhance advance notice procedures pertaining to stockholder proposals and nominations for director.

Among other changes to the advance notice procedures, the Amended and Restated Bylaws require that if the date of the annual meeting for the current year has changed by more than 25 days from the first anniversary of the preceding year’s annual meeting, any notice of a stockholder nomination for director or submission of stockholder proposals (other than proposals

 

 


 

submitted under Rule 14a-8 of the Exchange Act) must be submitted no later than 5:00 p.m. Eastern time on the later of (1) the 90th day prior to the date of the annual meeting, and (2) if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Company.

The Amended and Restated Bylaws also reflect recent amendments to the Delaware General Corporation Law pertaining to certain procedures related to stockholder meetings, including stockholder lists and adjournments of stockholder meetings. The Amended and Restated Bylaws also modify certain requirements for officer appointments and delegation of authority, revise provisions related to board committee and subcommittee rules and procedures, clarify the forum selection provision, and make certain other minor updates, including ministerial, clarifying and conforming changes.