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MarketScreener Homepage  >  Equities  >  Nasdaq  >  PetMed Express, Inc.    PETS

PETMED EXPRESS, INC.

(PETS)
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PETMED EXPRESS INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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03/26/2020 | 03:34pm EDT

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 24, 2020, the Board of Directors (the "Board") of PetMed Express, Inc. (the "Company") approved an amendment and restatement of the Company's First Amended and Restated Bylaws (as amended, the "Bylaws") to bring the Bylaws in congruence with recent amendments to the Florida Business Corporation Act (the "FBCA") and to reflect certain modern practices which enhance the Company's corporate governance and align it with best practices. The Bylaws were effective upon adoption by the Board.

The amendments to the Bylaws include the following:



  ? Throughout the Bylaws, updates have been made to permit electronic
    transmission of certain notices and other documents and to permit meetings of
    shareholders and directors solely by remote communication as provided by
    amendments to the FBCA.




  ? Updating the percentage of shareholder votes required to call a special
    meeting from 20% to 10% in order to comply with the requirements of the FBCA.




  ? Codification of the role of Chairman and Lead Director (if any).




  ? Addition of an advance notice provision pursuant to which shareholders may
    submit nominations for members of the Board, which includes specified
    procedural requirements and minimum qualifications for nominees elected
    thereunder.




  ? Addition of a provision clarifying which director/officer will preside over
    annual and special shareholder meetings.




  ? Addition of a provision providing that voting for directors can be done by
    written ballot.




  ? Eliminate the supermajority vote requirement for a stockholder modification of
    the number of Board members consistent with the requirements of the FBCA.




  ? Updating the provision regarding proxies to clarify the duration of proxies
    and to provide for electronic transmission of proxies as provided by recent
    amendments to the FBCA.




  ? Removal of a provision prohibiting committees from issuing shares in order to
    conform to recent amendments to the FBCA.




  ? Updating the provision providing for the minimum size of committees from two
    to one (except to the extent this is not permitted under the rules of the SEC
    or NASDAQ) in order to conform to recent amendments to the FBCA.




  ? Updating the record date provision in accordance with the FBCA to permit dual
    record dates.




  ? Updating indemnification provisions to refer to the rights to indemnification
    and applicable procedures under the FBCA.



In addition to the amendments set forth above, the Bylaws were also amended to implement proxy access. The Bylaws include a new Section 3.18, Shareholder Nominations Included in the Corporation's Proxy Materials, in Article III. The added provisions outline specific requirements for utilizing proxy access, including the following:



  ? proxy access will be available to a shareholder, or a group of up to 20
    shareholders, owning at least 3% of the Company's outstanding common stock
    continuously for the three-year period preceding and including the date of
    submission of the nomination notice;




  ? the maximum number of proxy access nominees that will be included in the
    Company's proxy materials with respect to an annual meeting of shareholders
    will not exceed the greater of (i) two or (ii) 20% of the number of directors
    of the Board (rounded to the nearest whole number) in office as of the last
    day on which the proxy access nomination notice may be submitted; and




  ? nominating shareholders will be required to satisfy certain informational and
    procedural requirements, including (i) that such shareholders do not have an
    intent or objective to influence or change control of the Company, and (ii)
    that their nominees will not have entered into any agreements as to how they
    will vote or act on different matters.



The Bylaws were also amended to make certain other clarifications and technical or non-substantive changes.

--------------------------------------------------------------------------------

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.



      Exhibits. The exhibit set forth in the
      following Exhibit Index is being filed
  (d) herewith:

© Edgar Online, source Glimpses

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