Item 5.02  Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
(b)  On April 14, 2021, Mr. Ole Peter Lorentzen notified the Board of Directors
(the "Board") of Energy Recovery, Inc. (the "Company") that he intends to retire
from the Board and as Chairman of the Nominating and Corporate Governance
Committee upon the completion of the current Board term, which ends at our
2021 Annual Meeting. Mr. Lorentzen has notified the Board that his decision to
not seek re-election is not based on any disagreement with the Company.


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective as of April 14, 2021, the Board of the Company amended and
restated the Company's Amended and Restated Bylaws (the "Amended and Restated
Bylaws") to, among other things, add a proxy access provision; make
clarifications to the advance notice and other procedural requirements related
to stockholder nominations for election of directors or proposals of business at
the Company's stockholder meetings; add an exclusive forum provision; make
certain other changes in line with current market practices; and make other
ministerial, clarifying, and conforming changes.
The Amended and Restated Bylaws provide that a stockholder, or a group of up to
20 stockholders, owning at least three percent of the Company's outstanding
shares of the Company's common stock continuously for at least three years, may
nominate and include in the Company's annual meeting proxy materials director
nominees constituting up to the greater of (a) two directors or (b) twenty
percent of the Board, subject to certain limitations and provided that the
stockholders and nominees satisfy the requirements specified in the Amended and
Restated Bylaws.
The Amended and Restated Bylaws provide that unless the Company consents in
writing to the selection of an alternative forum, (a) the Court of Chancery of
the State of Delaware (or, only if the Court of Chancery in the State of
Delaware lacks subject matter jurisdiction over any such actions or proceedings,
another state or federal court located within the State of Delaware) shall be
the exclusive forum for (i) any derivative action or proceeding brought on
behalf of the Company, (ii) any action asserting a claim of breach of a duty
(including any fiduciary duty) owed by any current or former director, officer,
stockholder, employee or agent of the Company to the Company or the stockholders
of the Company, (iii) any action asserting a claim arising out of or relating to
any provision of the General Corporation Law of the State of Delaware or the
Company's certificate of incorporation or the bylaws (as each may be amended or
restated from time to time), or (iv) any action or proceeding asserting a claim
governed by the internal affairs doctrine, and (b) the federal district courts
of the United States shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933,
as amended.
The foregoing summary and description of the provisions of the Amended and
Restated Bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is
incorporated herein by reference.
On April 14, 2021, the Board of the Company adopted resolutions of the Board to
approve and recommend stockholder approval of an amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Certificate of
Amendment") to effect the declassification of the Company's Board.
The foregoing summary and description of the provisions of the form of
Certificate of Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of Certificate of Amendment,
a copy of which is filed as Exhibit 3.2 with this Current Report on Form 8-K and
is incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits
   Exhibit Number          Description
        3.1                  Amended and Restated Bylaws of Energy Recovery, Inc.
        3.2                  Form of Certificate of Amendment to the

Amended and Restated Certificate of


                           Incorporation of Energy Recovery, Inc.

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