Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2022, the Board of Directors (the "Board") of Glaukos Corporation (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"). In addition to purely ministerial or minor conforming changes, these amendments principally provide for the following:

Advance Notice-Universal Proxy. The amendments incorporate the new universal

proxy rule (Rule 14a-19) promulgated by the U.S. Securities and Exchange

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 SEC's universal proxy rule, including soliciting at least

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 of Glaukos Corporation
           Cover Page Interactive Data File (embedded within the Inline XBRL

104 document)

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