Item 5.03 Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year.
On
The amendments to the Bylaws, among other things:
? Modify the provisions relating to adjournment procedures and availability of
lists of stockholders entitled to vote at stockholder meetings, in each case,
to reflect recent amendments to the DGCL. (Article III, Sections 9 and 12)
? Clarify that the Company's Board may determine that a meeting of stockholders
will be conducted solely by means of remote communication. (Article III,
Section 4)
? Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal
Proxy Rules"), including requiring: (a) the stockholder's nomination notice to
include a representation that it intends to solicit proxies from stockholders
representing at least 67% of the voting power of shares entitled to vote on the
election of directors; (b) the stockholder to comply with the Universal Proxy
Rules and provide reasonable evidence thereof prior to the stockholder meeting;
and (c) the stockholder to use a proxy card color other than white, which is
reserved for the exclusive use of the Board. (Article III, Sections 5 and 10)
? Enhance the informational and procedural requirements in connection with
stockholder proposals and stockholder directors nominations, including: (a)
requiring additional information about the stockholder making the director
nomination or proposal; (b) requiring additional information about the
stockholder's proposed business and/or director nominee; and (c) providing that
the number of nominees a stockholder may nominate for election at the annual
meeting of the stockholders may not exceed the number of directors to be
elected at such annual meeting. (Article III, Section 5)
? Provide that any proxies received for disqualified or withdrawn director
nominees will be treated as abstentions. (Article III, Section 10)
? Make various other minor updates, including ministerial and conforming changes
and changes to clarify the Company's ability to conduct business by means of
remote communication.
The foregoing description of the Company's amended Bylaws is qualified in its entirety by the full text of the Bylaws, as amended, filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws ofNektar Therapeutics 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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