NURIX THERAPEUTICS, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Among other things, the amendments effected by the Amended and Restated Bylaws:
• revise certain provisions relating to adjournment procedures and lists of
stockholders entitled to vote at stockholder meetings, in each case to
conform to recent amendments to the DGCL;
• update certain provisions related to the conduct of stockholder meetings,
including clarifying that the presiding person of a stockholder meeting
may set additional attendance or other procedures for meeting attendees
and Rule 14a-8 proponents;
• revise the procedures and disclosure requirements set forth in the
advance notice bylaw provisions, including (1) requiring additional
information, representations and disclosures from proposing stockholders,
proposed nominees and other persons related to a stockholder's
solicitation of proxies, (2) restricting the number of nominees a
stockholder may nominate for election at a meeting to the number of
directors to be elected at such meeting, (3) requiring that proposed
nominees be available for interviews by the Board or any Board committee
thereof;
• address matters relating to Rule 14a-19 under the Securities Exchange Act
of 1934, as amended (the "Universal Proxy Rules") (e.g., providing that
stockholders delivering a notice of nomination certify to the Company in
writing that they have complied with the Universal Proxy Rules
requirements, providing the Company a remedy if a stockholder fails to
satisfy the Universal Proxy Rules requirements, requiring that a
stockholder providing notice pursuant to the advance notice bylaws inform
the Company if a stockholder no longer plans to solicit proxies in
accordance with the Universal Proxy Rules, and requiring stockholders
intending to use the Universal Proxy Rules to provide reasonable evidence
of the satisfaction of the requirements under the Universal Proxy Rules
at least five business days before the meeting, etc.);
• require that a stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white;
• require that a stockholder intending to authorize a qualified
representative to act for such stockholder as a proxy to present a
nomination or proposal at such meeting to give notice of such
authorization to the Company at least three business days before the
applicable meeting;
• amend the notice provisions to reflect amendments to the DGCL relating to
electronic transmission of notices to stockholders; and
• add an emergency bylaw provision to provide clarity and authority to
directors and certain officers during an emergency situation that would
otherwise prevent a quorum of the Board or a Board committee from being
achieved.
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes, including changes to align with the language used in certain provisions of the DGCL and the Universal Proxy Rules.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index:
3.1 Amended and Restated Bylaws ofNurix Therapeutics, Inc. (as amended and restated onDecember 15, 2022 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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