IMMERSION CORPORATION Item 2.02 Results of Operations and Financial Condition.
On
The information in Item 2.02 and Exhibit 99.1 in this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•Form of Stockholder Proposal Notice. The advance notice disclosure requirements applicable to both stockholder proposals and director nominations have been revised to require that a Proposal Notice include additional information.
•Stockholder Nomination of Director Candidates.
•Stockholder Nomination Deadline. The deadline to nominate a person as a candidate for director before an annual stockholders' meeting has been amended to (a) not less than 90 calendar days nor more than 120 calendar days in advance of the first anniversary of the date that the Company's proxy statement was first made publicly available to stockholders (the "Last Year Proxy Date"), or (b) in the event that the annual meeting of stockholders is called for a date that is more than 30 calendar days before or more than 60 days after the first anniversary of the Last Year Proxy Date, or if the Company did not hold an annual meeting (or special meeting in lieu of an annual meeting) in the preceding calendar year, then the deadline would be the later of (i) the 90th calendar day prior to such annual meeting and (ii) the 10th calendar day following the day on which public disclosure of the date of such stockholders' meeting was first made.
•Nominee Disqualifications. Certain provisions have been added to disqualify director nominees resulting from conflicts of interest with the Company.
•Nominating Notice/Procedures. Provisions relating to the Nominating Notice and nominating procedures have been amended to add certain requirements of a proposed nominee, including that a proposed nominee: (a) make specified written representations and undertakings; (b) deliver a completed questionnaire provided by the Company; (c) submit to an interview; and (d) consent to a background screening.
•Other Provisions. Other provisions relating to stockholder proposals were also added requiring that:
•White Card. Any Proposing Person soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Company's Board of Directors.
•Appearance at Meeting Required. Unless otherwise permitted or required by law, if a stockholder or a qualified representative of the stockholder does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. A blackline of the Amended and Restated Bylaws, marked against the prior version of the Company's amended and restated bylaws, is filed herewith as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
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a.Exhibits
Exhibit No. Exhibit Title
3.1 Immersion Corporation Amended and Restated Bylaws, effective as of August
12, 2022
3.2 Immersion Corporation Amended and Restated Bylaws, effective as of August
12, 2022 (marked to show changes against prior version)
99.1 Press Release dated August 15, 2022 (regarding financial results for second
quarter ended June 30, 2022 )
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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