Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On December 22, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of Shockwave Medical, Inc. (the "Company"), the Company's board of directors (the "Board") approved and adopted the Company's second amended and restated bylaws (the "Second Amended and Restated Bylaws"), which became immediately effective.



Among other things, the amendments effected by the Second Amended and Restated
Bylaws:

     •    revise certain provisions relating to adjournment procedures to conform
          to recent amendments to the DGCL;



     •    revise and enhance 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 in connection with 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
          committee thereof, and (4) clarifying the procedures for delivery of
          documents required to be delivered pursuant to the Company's advance
          notice bylaw provisions in order to provide the Company with more
          certainty around the receipt of documents thereunder;



     •    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;



     •    add and amend existing notice provisions to provide clarity and certainty
          regarding the delivery of notice to and by the Company and to reflect
          amendments to the DGCL relating to electronic transmission of notices to
          stockholders;



     •    revise the provision regarding the size of the Board to provide that the
          size of the Board shall be fixed exclusively by resolution adopted by the
          majority of the Board from time to time;



     •    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 committee thereof from being
          achieved;



     •    add a provision regarding the Company's publication of the list of
          stockholders entitled to vote at stockholder meetings in accordance with
          recent amendments to the DGCL; and



     •    add an indemnification provision to provide clarity regarding the terms
          and procedures for the Company's indemnification of its directors and
          officers.

The Second 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.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number       Description

3.1            Second Amended and Restated Bylaws of Shockwave Medical, Inc. (as
             amended and restated on December 22, 2022).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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