Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with its annual governance review cycle, on
•require a written statement to the Secretary of the Company in order to access the list of stockholders entitled to vote at any meeting of stockholders (Article I, Section 1.9); •revise the advance notice of stockholder provisions to: (i) clarify that the process shall be the exclusive means for a stockholder to make nominations or propose business at an annual meeting of stockholders; and (ii) add required information from the stockholder giving such notice (and the beneficial owner, if any, on whose behalf the nomination or business proposal is made) (Article I, Section 1.12); •clarify that the Chief Financial Officer may fulfill the role of Treasurer, as necessary (Article IV, Section 4.1); •clarify that theCourt of Chancery of the State of Delaware will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (Article XI); and •effect certain other conforming, modernizing and clarifying changes to the Bylaws.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with its annual governance review cycle, on
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The Code maintains the essential principles and standards contained in the prior Code and adds clarification on topics previously addressed in the prior Code and other legal compliance policies of the Company, as well as new topics, including with respect to document retention (Section 7), gifts and entertainment (Section 9), money laundering and third-party payments (Section 12), privacy laws (Section 14), protecting information and intellectual property (Section 16), requests by regulatory authorities (Section 17), and cooperating with investigations (Section 19), among others. Adoption of the new Code does not result in any waiver to any officer, director, or employee of the Company, explicit or implicit, from any provision of the prior Code.
The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is attached hereto as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference. The Code is also available in the Corporate Governance section of the Company's website at www.amyris.com. The contents of the Company's website are not incorporated by reference in this report or made a part hereof for any purpose.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits The following exhibits are furnished herewith:
Exhibit Number Description
3.1 Amended and Restated Bylaws 14.1 Code of Business Conduct and Ethics 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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