Inotiv adopts bylaw amendments allowing remote shareholder meetings and updating proxy procedures

Inotiv, Inc.

Bylaws now permit remote-only shareholder meetings via electronic communication under Indiana law.
Shareholder proposal deadlines set: notice must be received between 90-120 days before annual meeting anniversary.
Shareholders soliciting proxies must use a proxy card color other than white (reserved for Board).
Company opts out of Indiana mandatory classified board requirement; directors remain in three classes with three-year terms.
Nominees receiving plurality of votes elected; failure to comply with Rule 14a-19 renders nominations void.

Key facts

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

Inotiv, Inc.: Amended Second Amended and Restated Bylaws to permit remote communication for stockholder meetings, update shareholder proposal procedures, meeting adjournment notice rules, and opt out of mandatory classified board provisions under Indiana law (effective 2022-11-02).

Change: bylaw amendment
Effective: 2022-11-02

Exact text from the filing

On November 2, 2022, the Board of Directors (the “Board”) of the Company approved certain amendments to the Company’s Second Amended and Restated Bylaws, effective as of that date (as so amended, the “Bylaws”), including the following: Remote Communication for Stockholder Meetings The Bylaws now expressly permit the Board, in its sole discretion, to determine whether annual and special meetings of shareholders will be held solely by means of remote communication as authorized by the Indiana Business Corporation Law (the “IBCL”).

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Source: SEC EDGAR

accession 0001104659-22-116027

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