Sarepta amends bylaws for universal proxy rules and DGCL updates

Sarepta Therapeutics, Inc.

Board approved Second Amended and Restated Bylaws, effective December 9, 2022.
Adds advance notice provisions to comply with SEC universal proxy Rule 14a-19.
Stockholders must represent intent to solicit proxies under Rule 14a-19 and provide prompt notice of failures.
Amendments reflect DGCL changes re: adjournment of meetings and elimination of stockholder list requirement.
No successor or substitute nominees allowed after the nomination deadline.

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

Sarepta Therapeutics, Inc.: Amended and restated bylaws to adopt universal proxy rules and update DGCL provisions, including advance notice requirements for stockholder nominees, adjournment of meetings, and removal of stockholder list requirement (effective 2022-12-09).

Change: bylaw amendment
Effective: 2022-12-09

Exact text from the filing

On December 9, 2022, the Board of Directors (the “Board”) of Sarepta Therapeutics, Inc. (the “Company”) approved the Second Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately, with such amendments including advance notice provisions to address the adoption by the Securities and Exchange Commission (the “SEC”) of “universal proxy” rules and other updates to reflect amendments to the Delaware General Corporation Law (the “DGCL”) regarding notice of adjourned stockholder meetings and eliminating the requirement of having a stockholder list available at a stockholder meeting, which amendments became effective in August 2022.

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Source: SEC EDGAR

accession 0001193125-22-303900

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