Passage Bio amends bylaws to adopt universal proxy rules and DGCL updates

Passage BIO, Inc.

Revised advance notice provisions: requires additional disclosures from stockholders and limits nominees to board seats up for election.
Added compliance with SEC Rule 14a-19 universal proxy: stockholders must certify compliance and provide evidence 5 business days before meeting.
Updated adjournment procedures and stockholder meeting conduct to conform to recent DGCL amendments.
Requires soliciting stockholders to use a proxy card color other than white.
Added emergency bylaw provision for quorum during disasters.

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

Passage BIO, Inc.: Board amended and restated bylaws to conform to recent DGCL amendments and universal proxy rules, effective December 1, 2022 (effective 2022-12-01).

Change: bylaw amendment
Effective: 2022-12-01

Exact text from the filing

On December 1, 2022, 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 amended and restated bylaws of Passage Bio, Inc. (the “ Company ”), the Board of Directors (the “ Board ”) of the Company amended and restated the Company’s bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.

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Source: SEC EDGAR

accession 0001104659-22-124102

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