Vanda Pharmaceuticals Inc.
10/03/2024 | Press release | Distributed by Public on 10/03/2024 15:01
Amendments to Bylaws Form 8 K
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 2, 2024, the Board of Directors (the "Board") of Vanda Pharmaceuticals Inc. (the "Company") approved an amendment and restatement of the Company's amended and restated bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. The amendments effected by the Amended and Restated Bylaws, among other things:
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clarify that business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose stated in the notice of meeting; |
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modify the disclosure requirements related to stockholder nominations of directors and other proposals submitted by stockholders under the Company's "advance notice" provisions, including with respect to the information about any such stockholders and their nominees to be disclosed to the Company; |
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clarify the process for adjournment of stockholder meetings, including those relying on remote communication due to a technical failure; |
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clarify the requirements for any person soliciting proxies from stockholders of the Company; |
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clarify the requirements for director candidates; |
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clarify that special meetings of the Board may be called by a majority of directors in office; and |
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clarify that employees who are not officers may not be deemed officers of the Company solely because they have a title that may be construed as connoting an officer position. |
The Amended and Restated Bylaws also include various other updates, including certain other technical, conforming and clarifying changes. The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.