INTERDIGITAL, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
? The Amended and Restated Bylaws revise the deadline for advance notice of
business and nominations for an annual meeting of shareholders to generally not
later than the close of business 90 days nor earlier than the close of business
120 days prior to the one-year anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the shareholder must be so received not earlier than the 120th
day prior to the annual meeting and not later than the later of the 90th day
prior to the annual meeting or, if later, the tenth day following the day on
which public announcement of the date of the meeting is first made by the
Company. As a result of the amendments, for consideration at the 2023 Annual
Meeting of Shareholders, director nominations or the presentation of other
business must be received by the Secretary of the Company no earlier than
and Restated Bylaws revise the deadline for advance notice of director
nominations for a special meeting of shareholders where directors will be
elected to generally not earlier than the close of business 120 days prior to
such special meeting and not later than the close of business 90 days prior to
such special meeting, or, if later, the tenth day following public announcement
of the special meeting.
? The Amended and Restated Bylaws also revise the advance notice disclosure
requirements to require the shareholder proposing business or nominating
directors to provide additional information about the shareholder's ownership
of securities in the Company (including ownership of derivative securities) and
material litigation, relationships and interests in material agreements with or
involving the Company. Further, the Amended and Restated Bylaws require the
shareholder to provide additional information regarding any candidate the
shareholder proposes to nominate for election as a director, including all
information with respect to such nominee that would be required to be set forth
in a shareholder's notice if such nominee were a shareholder delivering such
notice and a description of any direct or indirect material interest in any
material contract or agreement between or among the nominating shareholder and
each nominee or his or her respective associates. Additionally, the Amended
and Restated Bylaws require any candidate for the Board, whether nominated by a
shareholder or the Board, to provide certain background information and
representations regarding compliance with all applicable policies and
guidelines of the Company and intent to serve the entire term, and any such
other information as the Board may reasonably request. The Amended and
Restated Bylaws also require the shareholder to provide additional information
regarding the proposed business and any related agreements between the
shareholder and any other beneficial holder or other information relating to
such item of business that would be required to be disclosed in a proxy
solicitation pursuant to the Securities Exchange Act of 1934, as amended. All
disclosures must be updated as of the record date for shareholders entitled to
vote at the meeting and as of the date that is ten business days prior to the
meeting.
? The Amended and Restated Bylaws also provide that, unless the Company consents
in writing to the selection of an alternative forum, the state courts of the
that the state courts of the
the
exclusive forum for: (i) any derivative action, suit or proceeding brought on
behalf of the Company; (ii) any action, suit or proceeding asserting a claim of
breach of a fiduciary duty owed by any director, officer or shareholder of the
Company to the Company or to the Company's shareholders; (iii) any action, suit
or proceeding arising pursuant to any provision of the Pennsylvania Business
Corporation Law of 1988, as amended, or the Company's articles of incorporation
or bylaws (as either may be amended from time to time); and (iv) any action
asserting a claim against the Company governed by the internal affairs
doctrine, and further provides that the
the exclusive forum for the resolution of any complaint asserting a cause or
causes of action arising under the Securities Act of 1933, as amended,
including all causes of action asserted against any defendant to such
complaint. The Amended and Restated Bylaws also include certain technical,
conforming, modernizing and clarifying changes.
The Amended and Restated Bylaws are filed herewith as Exhibit 3.1. 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. The foregoing description of the changes contained in 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, which is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
3.1 Amended and Restated Bylaws of InterDigital Inc. , dated as of July 13,
2022
3.2 Amended and Restated Bylaws of InterDigital Inc. , dated as of July 13,
2022 (marked to show changes against prior version)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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