Tourmaline Bio Inc.
09/11/2024 | Press release | Distributed by Public on 09/11/2024 14:19
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 5, 2024, the Board of Directors (the "Board") of Tourmaline Bio, 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:
•update the advance notice provision including, without limitation, to:
◦clarify that the election of directors shall not be a proper subject for stockholder action at a meeting that is called by stockholders, if at such time the stockholders are prohibited from filling vacancies or newly created directorships on the Board;
◦limit the number of nominees that a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting; and
◦reflect the universal proxy rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by, among other things, (i) requiring additional background information and disclosures regarding proposing stockholders and proposed nominees, (ii) requiring the stockholder making a nomination to represent whether it will comply with the universal proxy rules and (iii) providing that the nomination will be disregarded if the stockholder does not comply with the universal proxy rules;
•address adjournment of stockholder meetings relying on remote communication due to a technical failure;
•require that any person soliciting proxies from stockholders of the Company must use a proxy card color other than white, the color white being reserved for the exclusive use of the Board, and that no proxy shall be voted after three years from its date of creation unless the proxy provides for a longer period;
•eliminate the former requirement that the list of stockholders entitled to vote at a stockholder meeting also be made available during the actual meeting; and
•expressly permit stockholders and proxyholders who are not physically present at a meeting to attend such a meeting by means of remote communication.
The Amended and Restated Bylaws also include various other updates, including certain 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.