Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers. (b) OnApril 14, 2021 , Mr.Ole Peter Lorentzen notified the Board of Directors (the "Board") ofEnergy Recovery, Inc. (the "Company") that he intends to retire from the Board and as Chairman of theNominating 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 ofApril 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) theCourt of Chancery of the State of Delaware (or, only if theCourt of Chancery in theState of Delaware lacks subject matter jurisdiction over any such actions or proceedings, another state or federal court located within theState 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 theState 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 ofthe 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. OnApril 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. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws ofEnergy Recovery, Inc. 3.2 Form of Certificate of Amendment to the
Amended and Restated Certificate of
Incorporation ofEnergy Recovery, Inc.
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