Spyre Therapeutics, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 02/05/2024   Download
SEC Document
SEC Filing

On February 1, 2024, the Board adopted an amendment and restatement of the Company’s Amended and Restated Bylaws as previously adopted by the Aeglea board of directors (as amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things:

 

   

revise the voting standards for matters submitted to a vote of stockholders other than for the election of directors to be the affirmative vote of the holders of at least a majority of the voting power of the Company’s stock present in person or represented by proxy and entitled to vote on the matter, except as otherwise required by the Company’s Certificate of Incorporation, the Amended and Restated Bylaws, or any law, rule or regulation;

 

   

update the procedural and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended);

 

   

opt out of Section 116 of the Delaware General Corporation Law (the “DGCL”) regarding electronic delivery of documents or information;

 

   

update various provisions regarding the organization and conduct of meetings of stockholders, authority of the meeting chair, meetings of the Board and the officers of the Company;

 

   

update certain procedures and standards with respect to indemnification and advancement of expenses to directors, officers and other agents of the Company;

 

   

update provisions to align with the Company’s governance structure and remove provisions otherwise duplicative with other Company documents and/or the DGCL; and

 

   

make various other updates, including clarifying, ministerial and conforming changes.