Acacia Research amends bylaws, retires Series A Preferred, appoints Lead Independent Director

ACACIA RESEARCH CORP

Board approved Fifth Amended and Restated Bylaws with changes including lead independent director appointment, special meeting procedures, and compliance with Rule 14a-19.
Secretary may call special meetings upon written request of holders of at least 10% voting power.
Stockholder meetings may be held solely by remote communication; directors may be removed with or without cause by majority vote.
Series A Convertible Preferred Stock retired after conversion; 350,000 shares eliminated, leaving no authorized shares.
Board appointed Maureen O'Connell, director since 2019, as Lead Independent Director effective July 27, 2023.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ACACIA RESEARCH CORP: Certificate of Retirement filed to reduce authorized shares of Series A Convertible Preferred Stock by 350,000 shares, returning them to authorized but unissued preferred stock.

Change: charter amendment

Exact text from the filing

On July [•], 2023, the Company filed with the Delaware Secretary of State a Certificate of Retirement (the “Certificate of Retirement”) of the Series A Convertible Preferred Stock to effect the retirement of the Series A Convertible Preferred Stock so converted.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ACACIA RESEARCH CORP: Fifth Amended and Restated Bylaws approved, implementing changes including Lead Independent Director, updated stockholder proposal procedures, special meeting calling rights, remote meeting and director removal clarifications, and removal of former Section 2.14 (effective 2023-07-27).

Change: bylaw amendment
Effective: 2023-07-27

Exact text from the filing

On July 27, 2023, the Board of Directors (the “Board”) of Acacia Research Corporation (the “Company”) approved the Fifth Amended and Restated Bylaws of the Company (the “Fifth Amended and Restated Bylaws”).

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Source: SEC EDGAR

accession 0000934549-23-000073

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