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

On August 24, 2021, our Board of Directors (the "Board") amended and restated the Company's amended and restated by-laws (the "A&R By-laws") to provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for actions or proceedings for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed to the Company or its stockholders; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, the Company's certificate of incorporation, or the A&R By-laws; or (iv) any action asserting a claim against the Company that is governed by the internal affairs doctrine. The A&R By-laws further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The A&R By-laws also include a provision specifically providing for the appointment of a lead independent director in certain circumstances and clarify the roles of chief executive officer and chairman of the board for board and stockholder meetings.

The foregoing description of the amendment to the Company's amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the text of the amendment of the amended and restated bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 24, 2021, TYME held its 2021 Annual General Meeting of Stockholders at which the Company's stockholders voted on the following matters:





  1. Proposal 1-Election of two Class I directors of the Company:




                                                 Broker
Nominee                 For        Withheld    Non-Votes
Donald W. DeGolyer   44,773,137   27,773,885   33,976,843
Steve Hoffman        69,097,285   3,449,737    33,976,843




    2.   Proposal 2-Approval of the Amended and Restated 2016 Stock Option Plan
         for Non-Employee Directors:




                                      Broker
   For        Against     Abstain   Non-Votes
44,273,262   28,027,233   246,527   33,976,843




    3.   Proposal 3-Ratification of the appointment of Grant Thornton LLP as the
         Company's independent registered public accounting firm for the year
         ending March 31, 2022:




   For        Against     Abstain
80,661,911   25,477,688   384,266

Item 8.01. Other Events

On August 24, 2021, the Board approved and adopted Corporate Governance Guidelines for the Company. The Corporate Governance Guidelines are available on the Company's website at www.tymeinc.com.

The Company's 2016 Stock Option Plan for Non-Employee Directors, as Amended and Restated August 24, 2021 is filed as Exhibit 10.1 to this report.


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Item 9.01 Financial Statements and Exhibits

Set forth below is a list of the exhibits to this Current Report on Form 8-K.





Exhibit
Number                                   Description

 3.1 *        Amended and Restated By-Laws, effective August 24, 2021.

 3.2 *        Amended and Restated By-Laws, effective August 24, 2021 (marked).

10.1 *        Amended and Restated 2016 Stock Option Plan for Non-Employee
            Directors of the Registrant, effective August 24, 2021.

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




*  Filed herewith.

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