Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Advance Notice-Universal Proxy. The amendments incorporate the new universal
proxy rule (Rule 14a-19) promulgated by the
Commission ("SEC") into the advance notice provisions applicable to director
nominations in Section 2.4 of the Bylaws. A new provision has also been added
to Section 2.4 of the Bylaws to require a stockholder providing advance notice
? of director nominations to provide reasonable evidence, within 5 business days
prior to the meeting, that it has met the universal proxy requirements of Rule
14a-19 and to provide that if a stockholder does not comply with the
requirements of the
67% of the voting power of shares entitled to vote in the election of
directors, the nomination may be disregarded.
Advance Notice-General. Amendments to the advance notice provisions in Section
2.4 of the Bylaws also: (i) require that the nominee represent that he or she
intends to serve an entire term if elected, (ii) permit the Board to require
proposed nominees to be interviewed by the Board or a committee of the Board,
(iii) require that all notices, documents or other information required to be
? delivered pursuant to the advance notice provisions be delivered in writing to
the Company's principal executive officers as provided in a new Section 2.15 of
the Bylaws, and (iv) clarify that a stockholder's obligation to update and
supplement its notice to the Company of business or director nominations will
not limit the Company's rights, extend any deadlines or allow for any amendment
or update of any previously-submitted proposal or any new proposal.
Other Updates. The amendments to the Bylaws also include the following
additional updates: (i) revisions relating to adjournment procedures for
meetings of stockholders to address recent amendments to the Delaware General
Corporation Law ("DGCL"); (ii) revisions to require any stockholders directly
or indirectly soliciting proxies from other stockholders to use a proxy card
? color other than white, which shall be reserved for the exclusive use of the
Board of Directors; (iii) elimination of the requirement to make a stockholder
list available for examination at meetings of stockholders as provided for by
the recent DGCL amendments; and (iv) revisions to clarify the right of the
Board to postpone, reschedule or cancel any previously scheduled meeting of
stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 3.1 Amended and Restated Bylaws ofGlaukos Corporation Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
© Edgar Online, source