Exelixis amends severance plan and bylaws; updates change-in-control, advance notice rules

EXELIXIS, INC.

CEO severance period extended to 18 months for a Covered Termination outside Change in Control.
Participants now eligible for pro-rata annual bonus based on actual performance after non-CIC termination.
Bylaws updated for universal proxy rules; stockholder proposal deadline for 2024 annual meeting set to March 2, 2024.
Definition of Change in Control Termination revised to 3 months prior to 15 months after event.
Eliminated requirement to provide stockholder list at meetings; adjourned virtual meeting procedures clarified.

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

EXELIXIS, INC.: Amended and restated Bylaws to update procedural requirements for director nominations, reflect universal proxy rules, revise advance notice deadlines, and make technical changes (effective 2023-12-14).

Change: bylaw amendment
Effective: 2023-12-14

Exact text from the filing

On and effective as of December 14, 2023, the Board amended and restated the Company’s Bylaws (the “Revised Bylaws”) to, among other changes: i. Update and expand the procedural and informational requirements for director nominations and other proposals submitted by stockholders under the Company’s “advance notice” provisions, including updates to reflect the SEC’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended;

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EXELIXIS, INC. filing history →

Source: SEC EDGAR

accession 0000939767-23-000127

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