Cytokinetics, Incorporated Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/17/2023 Download SEC Document SEC Filing
On and effective as of November 16, 2023, the Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the “Revised Bylaws”) to, among other things:
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require stockholders seeking to nominate directors pursuant to the universal proxy rules adopted by the Securities and Exchange Commission to comply with the requirements of those rules and provide reasonable evidence of such compliance upon request;
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enhance the procedural mechanics and disclosure requirements in connection with a stockholder’s submission of a proposal or nomination under the Company’s advance notice bylaw, including by requiring such stockholder to (a) provide additional background information, disclosures and representations with respect to the stockholder, any nominees proposed by the stockholder and certain other interested persons in the required notice and (b) update such notice, if necessary, so that it remains true and correct both as of the record date and ten business days prior to the applicable meeting;
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require a stockholder soliciting proxies from other stockholders to use a proxy color other than white;
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modify the provisions applicable to the adjournment and conduct of stockholder meetings, including by clarifying the Board’s ability to adjourn or postpone such meetings;
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conform portions of the Revised Bylaws to the Delaware General Corporation Law; and
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make certain other administrative, modernizing, clarifying, and conforming changes.
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