Acacia Research Corporation

05/25/2021 | Press release | Distributed by Public on 05/25/2021 04:05

Material Modification to Rights of Security Holders (Form 8-K)

Material Modification to Rights of Security Holders.

On March 23, 2021, the Board of Directors (the 'Board') of Acacia Research Corporation (the 'Company') approved, subject to stockholder approval, a Certificate of Amendment (the 'Charter Amendment') of Amended and Restated Certificate of Incorporation of the Company (as amended, the 'Charter') to allow the Bylaws of the Company (as amended, the 'Bylaws') to be amended or repealed by the approval of a majority of the outstanding shares of the Company. The Charter previously provided that the approval of 66 and 2/3 percent of the outstanding shares of the Company entitled to vote thereon was required for stockholders to amend or repeal the Bylaws. The Charter Amendment was approved by the Company's stockholders at the 2021 annual meeting of stockholders (the 'Annual Meeting') and filed with the Secretary of State of the State of Delaware on May 18, 2021.

On May 19, 2021, the Board amended and restated the Bylaws, effective immediately, to allow the Bylaws to be amended or repealed by the approval of a majority of the outstanding shares of the Company. The Bylaws previously provided that the approval of 66 and 2/3 percent of the outstanding shares of the Company entitled to vote thereon was required for stockholders to amend or repeal the Bylaws.

The foregoing descriptions of the Charter Amendment and Bylaws do not purport to be complete and are qualified in their entirety by reference to the full texts of the Charter Amendment and Bylaws, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in this Current Report on Form 8-K under 'Item 3.03. Material Modification to Rights of Security Holders' is incorporated by reference herein.

Financial Statements and Exhibits.
(c) Exhibits.
3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Acacia Research Corporation
3.2 Third Amended and Restated Bylaws
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