Bio-Rad Laboratories Inc.
09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:31
Amendments to Bylaws Form 8 K
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 6, 2024, the Board of Directors (the "Board") of Bio-Rad Laboratories, Inc. (the "Company") amended and restated the Company's amended and restated bylaws (the "Bylaws"), effective immediately, to (i) expressly provide for the ability of stockholders to participate in meetings of stockholders by electronic transmission, (ii) eliminate the requirement to make a stockholder list available for examination at meetings of stockholders, (iii) explicitly provide for the role of Chief Executive Officer, as separate from the role of President, (iv) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, (v) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, or any proposal for other business; (vi) clarify the instances in which a stockholder's notice regarding nomination of a director for election or reelection or any proposal for other business may be disregarded and (vii) make certain other administrative, clarifying and conforming changes throughout.
The foregoing summary is qualified in its entirety by reference to the complete text of the Bylaws, which are filed as Exhibit 3.1 hereto in unmarked form, and as Exhibit 3.2 hereto in redline form marking the amendments described above and are incorporated herein by reference.