BIOMARIN PHARMACEUTICAL INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The amendments effected by the Amended Bylaws:
• Update provisions regarding the manner of giving notice of a meeting of
stockholders and the manner of waiving notice of a meeting of
stockholders to align with Delaware General Corporation Law (the "DGCL");
• Update provisions regarding the manner in which a meeting of stockholders
may be adjourned without having to provide additional notice and the
availability of the list of stockholders entitled to vote at a meeting of
stockholders, in each case to reflect recent amendments to the DGCL;
• Require that a stockholder directly or indirectly soliciting proxies from
other stockholders must use a proxy card color other than white;
• Update procedural mechanics and disclosure requirements in connection
with stockholder nominations of directors and submission of certain
stockholder proposals made in connection with annual and special meetings
of stockholders, including addressing matters relating to Rule 14a-19
under the Securities Exchange Act of 1934, as amended (the "Universal
Proxy Rules"), such as providing the Company a remedy if a stockholder
fails to satisfy certain requirements under the Universal Proxy Rules and
requiring stockholders who intend to use the Universal Proxy Rules to
provide reasonable evidence of the satisfaction of certain requirements
under the Universal Proxy Rules at least five business days before the
applicable meeting; and
• Make certain other administrative, modernizing, clarifying, and
conforming changes.
The preceding description of the changes contained in the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended 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 ofBioMarin Pharmaceutical Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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