Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As part of a broader review of the governance practices of
· lowering the ownership threshold for stockholders to call a special meeting
from 66 2/3% to 20%;
· updating the advance notice requirements for director nominations and
shareholder proposals;
· allowing long-term shareholders the ability to nominate directors in the
Company's proxy statement via a "proxy access" provision;
· including a resignation policy for any director who fails to receive support
from a majority of votes cast;
· clarifying the process for stockholders to act by written consent; and
· lowering the threshold for stockholders to amend the Bylaws from a 66 2/3%
approval to a majority standard.
The Amended Bylaws also contain conforming, clarifying and updating changes, as well as certain other routine and non-substantive updates and revisions. The description above of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofPLx Pharma Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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