PepGen Inc.
03/15/2024 | Press release | Distributed by Public on 03/15/2024 14:02
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 15, 2024, the board of directors (the "Board") of PepGen Inc. (the "Company") approved and adopted the second amended and restated by-laws(the "Second Amended and Restated By-laws")of the Company, effective immediately. The Second Amended and Restated By-lawsamend certain of the provisions of Article I, Sections 2, 6, 8, and 9, and Article VI, Sections 8 and 9. Among other things, the amendments set forth in the Second Amended and Restated By-laws:
| (1) |
revise the procedures and disclosure requirements set forth in the advance notice by-lawprovisions; |
| (2) |
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-19under the Securities Exchange Act of 1934, as amended ("Rule 14a-19"),including applicable notice and solicitation requirements; |
| (3) |
require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; |
| (4) |
update various provisions of the Amended and Restated By-lawsto make certain technical and clarifying changes that address Rule 14a-19; |
| (5) |
eliminate the requirement to make a stockholder list available for examination at meetings of stockholders as provided for by recent amendments under the Delaware General Corporation Law; |
| (6) |
clarify the conduct and procedures relating to any meeting of stockholders; and |
| (7) |
clarify the exclusive jurisdiction of Delaware Courts and United States Federal District Courts with respect to certain legal proceedings. |
Additional amendments were made to make clarifying or conforming language changes, in addition to technical or ministerial changes. The foregoing summary of the Second Amended and Restated By-lawsdoes not purport to be complete and is subject, and qualified in its entirety by reference, to the Second Amended and Restated By-laws,a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.