Longboard Pharmaceuticals Inc.

05/24/2024 | Press release | Distributed by Public on 05/24/2024 14:06

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

Longboard Pharmaceuticals, Inc. ("Longboard" or the "Company") held its 2024 Annual Stockholders' Meeting (the "Annual Meeting") on May 23, 2024. As described in Item 5.07 of this report, at the Annual Meeting Longboard's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of officers to the maximum extent permitted by law as permitted pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the "Officer Exculpation Amendment"). Following the Annual Meeting, Longboard filed the Officer Exculpation Amendment with the Secretary of State of the State of Delaware on May 23, 2024.

The Officer Exculpation Amendment provides for the exculpation of officers for personal liability for claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, under the Officer Exculpation Amendment, the exculpation of officers does not apply to claims brought by or in the right of the Company, such as derivative claims.

The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Officer Exculpation Amendment, a copy of which is attached as Exhibit 3.1 to this report and incorporated herein by reference.