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

On December 15, 2022, in connection with the new Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of corporate governance matters, the Board of Directors (the "Board") of Nektar Therapeutics (the "Company"), approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately.

The amendments to the Bylaws, among other things:

? Modify the provisions relating to adjournment procedures and availability of

lists of stockholders entitled to vote at stockholder meetings, in each case,

to reflect recent amendments to the DGCL. (Article III, Sections 9 and 12)

? Clarify that the Company's Board may determine that a meeting of stockholders

will be conducted solely by means of remote communication. (Article III,

Section 4)

? Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal

Proxy Rules"), including requiring: (a) the stockholder's nomination notice to

include a representation that it intends to solicit proxies from stockholders

representing at least 67% of the voting power of shares entitled to vote on the

election of directors; (b) the stockholder to comply with the Universal Proxy

Rules and provide reasonable evidence thereof prior to the stockholder meeting;

and (c) the stockholder to use a proxy card color other than white, which is

reserved for the exclusive use of the Board. (Article III, Sections 5 and 10)

? Enhance the informational and procedural requirements in connection with

stockholder proposals and stockholder directors nominations, including: (a)

requiring additional information about the stockholder making the director

nomination or proposal; (b) requiring additional information about the

stockholder's proposed business and/or director nominee; and (c) providing that

the number of nominees a stockholder may nominate for election at the annual

meeting of the stockholders may not exceed the number of directors to be

elected at such annual meeting. (Article III, Section 5)

? Provide that any proxies received for disqualified or withdrawn director

nominees will be treated as abstentions. (Article III, Section 10)

? Make various other minor updates, including ministerial and conforming changes

and changes to clarify the Company's ability to conduct business by means of


   remote communication.

The foregoing description of the Company's amended Bylaws is qualified in its entirety by the full text of the Bylaws, as amended, filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
3.1             Amended and Restated Bylaws of Nektar Therapeutics
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




                                       1

© Edgar Online, source Glimpses