VAXART, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
? Article I was amended to provide that the name and address of the Company's
registered agent in the State of Delaware will be as set forth in the
Company's Certificate of Incorporation.
? Sections 2 and 3 of Article II were updated to expressly state that the Board
of Directors has the authority to postpone, reschedule or cancel a meeting of
the Company's stockholders that had previously been scheduled by the Board of
Directors.
? Section 8 of Article II was amended to add a provision providing for a
ministerial review of the validity of stockholder consents received by the
Company.
? A new Section 12 was added to Article II to reflect the requirement under
Section 231 of the DGCL to appoint an inspector of elections at a stockholder
meeting.
? A new Section 13 was added to Article II to address the form and manner in
which documents and materials required to be delivered to the Company under
Article II of the Bylaws are to be provided.
? Section 7 of Article III continues to provide that a majority of the directors
in office shall be necessary and sufficient to constitute a quorum of the
Board, but was amended to confirm that directors representing at least
one-third of the total number of directors is required to establish a quorum.
? Section 2 of Article VI was amended to replace the provision stating that
directors may be removed from office only by the affirmative vote of the
holders of 75% in voting power of the outstanding capital stock entitled to
vote in the election of directors with a provision stating that, subject to
the Certificate of Incorporation and applicable law, directors may be removed
with or without cause by the affirmative vote of a majority in voting power of
the outstanding stock entitled to vote generally in the election of directors.
? A new Article XVIII was added to provide that, unless the Company elects
otherwise, the Court of Chancery of the State of Delaware will be the
exclusive forum for enumerated types of internal corporate claims, including
derivative suits, claims for breach of fiduciary duty, actions under the DGCL,
the Certificate of Incorporation or the Bylaws, and actions under the internal
affairs doctrine.
The amendments make other clarifying and conforming changes, including changes conforming the provisions of the Bylaws to amendments to the DGCL, including with respect to: (i) stockholder meetings, including notice requirements, adjournment procedures, stockholder lists, establishment of a quorum, the granting of proxies, voting requirements, and the setting of record dates, (ii) powers of directors, (iii) director actions without a meeting, (iv) director compensation, (v) resignations of officers and directors, (vi) indemnification of officers, directors and others, and (vii) certificated and uncertificated shares and the procedures for replacing lost, stolen, destroyed or mutilated certificates. Finally, the amendments include immaterial modifications intended to provide clarification and consistency.
The description of the Bylaws is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 3.1 Amended and Restated Bylaws ofVaxart, Inc. , effective as ofApril 7, 2021
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