Item 1.01. Entry into a Material Definitive Agreement.
On
Item 2.02. Results of Operations and Financial Condition.
On
The information in Exhibit 99.1 is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
A further description of the foregoing is contained in the press release furnished as Exhibit 99.1.
Item 5.02. Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
• We added a "forum selection clause" to require stockholder's derivative
lawsuits be brought in the
• We revised the annual meeting and board meeting provisions to provide more flexibility, including holding such meetings via remote communications (such as virtual annual meetings).
• We updated and modernized the advance notice provision for stockholder meetings. Specifically, the changes bifurcate the advance notice procedures for nomination of directors and other stockholder proposals and impose additional requirements, including (i) narrower time frame for stockholders to submit nomination and proposals; (ii) more disclosures regarding beneficial ownership of shares and conflict of interest; and (iii) more detailed information on the proposed nominee for director.
• We added a provision imposing additional restrictions on stockholders who intend to submit a shareholder proposal at the annual meeting and special meeting, including more comprehensive and robust information about the identities of stockholders and more consistent with proxy rules under the Exchange Act
• We added "Chief Executive Officer" as one of the officers to be designated by the Board.
1
• We clarified and provided that stockholder actions cannot be taken by written consent and must be taken pursuant to a meeting of stockholders.
• We added a provision to clarify the Company's ability to issue uncertificated shares instead of physical share certificate.
• We modernized and updated the indemnification provision to provide, among other things, (i) more flexibility for the company to indemnify persons for a wider scope of legal proceedings; (ii) more detailed procedure for advancement of legal fees; and (iii) clarification of legal standard for indemnification and exceptions and limitations to indemnified claims.
A full copy of the new bylaws is furnished as Exhibit 10.3.
Item 8.01. Other Events.
The appointment of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Exhibit 10.3 Second Amended and Restated Bylaws EffectiveSeptember 3, 2020 Exhibit 99.1 Press Release issued byNapco Security Technologies, Inc. datedSeptember 8, 2020
© Edgar Online, source