Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual and special meetings of the stockholders of the Company, including, among other things, providing clarity on the timing and method of delivery of any stock notice and requiring certain additional information be provided regarding any director nominee, including a completed directors' and officers' questionnaire, and the nominating or proposing stockholder; •address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934 (the "Universal Proxy Rules") by requiring stockholders intending to use the Universal Proxy Rules to provide evidence of compliance with Rule 14a-19 to the Company no later than eight business days prior to the date of the annual meeting; •give the Board greater flexibility to delegate authority of the Board to Board committees; •address certain matters involving the conduct and administration of meetings of stockholders; •designate theUnited States District Court for the District of Delaware as the sole and exclusive forum for any complaint alleging a cause of action arising under the Securities Act of 1933 against the Company or any director, officer or employee of the Company, unless the Company consents in writing to the selection of an alternative forum; and •make certain other technical, modernizing, and clarifying changes.
The foregoing description of the Third Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Bylaws, a copy of which is 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 Third Amended and Restated Bylaws ofOption Care Health, Inc. effective as ofSeptember 29, 2022 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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