Sutro Biopharma amends bylaws to align with SEC universal proxy rules and DGCL changes

SUTRO BIOPHARMA, INC.

Revised advance notice provisions requiring additional disclosures from proposing stockholders and nominees.
Added requirement that stockholders using universal proxy rules certify compliance and provide evidence at least 5 business days before meeting.
Updated adjournment procedures and list of stockholders to conform to recent DGCL amendments.
Added emergency bylaw provision for director and officer authority during emergencies.
Incorporated ministerial, clarifying, and conforming changes to align with DGCL and universal proxy rules.

Key facts

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

SUTRO BIOPHARMA, INC.: Amended and restated bylaws to conform to DGCL amendments and universal proxy rules, including updates to stockholder meeting procedures, advance notice provisions, and emergency bylaws (effective 2023-02-24).

Change: bylaw amendment
Effective: 2023-02-24

Exact text from the filing

On February 24, 2023, 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 restated bylaws of Sutro Biopharma, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.

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Source: SEC EDGAR

accession 0000950170-23-004373

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