Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
revise the procedures and requirements for the nomination of directors and the
submission of proposals by stockholders for consideration at meetings of
? stockholders, including, among other items, by adding a requirement that a
stockholder seeking to nominate director(s) at a meeting deliver to the Company
reasonable evidence that it has complied with the requirements of Rule 14a-19
of the Exchange Act no later than five business days before the meeting;
revise certain additional procedures related to stockholder meetings to conform
to the provisions of the Delaware General Corporation Law (the "DGCL"),
? including but not limited to provisions relating to delivery of notices of
stockholder meetings, quorum, communications regarding adjourned stockholder
meetings, conduct of business at meetings, and the preparation of the
stockholder list in connection with stockholder meetings;
update various provisions regarding directors, Board committees, and officers,
including but not limited to requirements for action by written consent of the
? Board, indemnification, officer authority, and provisions regarding the
purchase and maintenance of insurance on behalf of directors, officers,
employees or agents;
? adopt a forum selection provision with respect to claims under the Securities
Act of 1933, as amended; and
? make various updates throughout to conform to current
ministerial changes, clarifications, and other conforming revisions.
The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofAmphastar Pharmaceuticals, Inc . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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