Novavax Inc.
04/26/2024 | Press release | Distributed by Public on 04/26/2024 14:33
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective April 22, 2024, the Board of Directors of Novavax, Inc. (the "Company") adopted the Amended and Restated By-Laws of Novavax, Inc. (the "Amended and Restated By-Laws"), which reduced the quorum required for the transaction of business at stockholder meetings from the holders of a majority of the shares of the Company's common stock, par value $0.01 per share ("Common Stock"), issued and outstanding and entitled to vote at a meeting to holders of one-third (33 1/3%) of the shares of Common Stock issued and outstanding and entitled to vote at such meeting (the "Quorum Requirement"). The Company has encountered difficulties reaching a quorum in the past due to the size and dispersed nature of the Company's stockholder base and the decision of many brokerage firms to eliminate discretionary voting even for "routine matters." Reducing the Quorum Requirement reduces the risk of failing to achieve the required quorum for any stockholder meetings, which failure has required and would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as additional virtual meeting host costs and proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management.
The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference..