Owlet Inc.
11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:59
Amendments to Bylaws Form 8 K
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
On November 7, 2024, the Board of Directors (the "Board") of Owlet, Inc. (the "Company") approved and adopted amendments to the Company's amended and restated bylaws (as amended, the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws:
•address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
•enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation, requiring certain additional background information and disclosures regarding proposing stockholders and other persons participating in a stockholder's solicitation of proxies, and regarding the proposed nominees, including a representation that such candidate intends to serve the entire term, if elected; and
•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which will be reserved for exclusive use by the Board.
The Amended and Restated Bylaws also incorporate certain modernizing, clarifying, conforming and additional changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and 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.