Ligand Pharmaceuticals Inc.
04/19/2024 | Press release | Distributed by Public on 04/19/2024 14:07
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 17, 2024, the Board of Directors (the "Board") of Ligand Pharmaceuticals Incorporated (the "Company"), in connection with the Securities and Exchange Commission's revisions to the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding universal proxy cards, changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of corporate governance matters, approved the amendment and restatement of the Company's Fourth Amended and Restated Bylaws, as amended (the "Fifth Amended and Restated Bylaws").
The Fifth Amended and Restated Bylaws, among other things:
•Make minor revisions to the informational and procedural requirements in connection with stockholder proposals and stockholder director nominations. (Article 2, Section 3 and Section 4);
•Make updates to account for Rule 14a-19 of the Exchange Act (the "Universal Proxy Rules"), including requiring: (a) the stockholder's nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors; (b) the stockholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the stockholder meeting; and (c) the stockholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board. (Article 2, Section 4 and Section 11);
•Clarify the requirement of the availability of lists of stockholders entitled to vote at stockholder meetings to reflect amendments to the DGCL. (Article 2, Section 6);
•Clarify that broker non-votes will have no effect on the outcome of a vote on a proxy proposal and abstentions will be counted as votes against (Article 2, Section 11);
•Make revisions regarding electronic notices to reflect amendments to the DGCL. (Article IV, Section 1); and
•Make various other conforming, technical and non-substantive changes.
The foregoing description of the Fifth Amended and Restated Bylaws is qualified in its entirety by the full text of the Fifth Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.