Results
Applied Digital Corporation
04/29/2024 | Press release | Distributed by Public on 04/29/2024 07:17
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 26, 2024, the Board of Directors (the "Board") of Applied Digital Corporation (the "Company") approved and adopted the Company's Third Amended and Restated Bylaws (the "Third Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments contained in the Third Amended and Restated Bylaws include (i) updates to the procedures and disclosure requirements for all director nominees and other proposals submitted by stockholders pursuant to the Company's advance notice provisions to comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, relating to stockholder proposals, (ii) implementation of proxy access procedures that permits a stockholder, or a group of up to twenty stockholders, owning at least three percent of the Company's outstanding shares of capital stock continuously for at least three years to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to no more than two directors or twenty five percent of the Board, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Third Amended and Restated Bylaws, (iii) provisions to opt into the "Acquisition of Controlling Interest" provisions contained in Sections 78.378 through 78.3793 of the Nevada Revised Statues, except for certain acquisitions related to stockholders owning shares as of the effective date of the Third Amended and Restated Bylaws, as fully set forth in Section 1.15 thereof, and (iv) revisions to the provisions for the selection of the exclusive forum for adjudication of certain disputes.
The Third Amended and Restated Bylaws also incorporate certain technical, modernizing, clarifying, and conforming changes, including to conform to, and reflect updates in, the Nevada Revised Statutes, including omission of provisions that could have been interpreted as inconsistent with the Nevada Revised Statutes' requirement that a director may be removed only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.
The Board resolutions adopting the Third Amended and Restated Bylaws provide that the number of directors of the Company shall be decreased from six (6) to five (5) upon the next resignation of any of the current directors.
The foregoing summary of, and the description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.