Chinook Therapeutics amends bylaws to align with universal proxy rules and DGCL updates

CHINOOK THERAPEUTICS, INC.

Amended bylaws to comply with SEC universal proxy rules (Rule 14a-19) and recent DGCL changes.
Revised advance notice provisions: additional disclosures, nominee limits, and interview requirements.
Added exclusive forum provision designating Delaware Court of Chancery for certain disputes.
Updated meeting conduct rules, including proxy card color requirement and electronic notice.
Added emergency bylaw provision for director quorum during crises.

Key facts

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

CHINOOK THERAPEUTICS, INC.: Amended and restated bylaws to update provisions relating to stockholder meetings, advance notice, universal proxy rules, exclusive forum, and other conforming changes (effective 2023-02-23).

Change: bylaw amendment
Effective: 2023-02-23

Exact text from the filing

On February 23, 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 bylaws of Chinook Therapeutics, 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 0001193125-23-049013

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