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
PepGen Inc.: Adopted second amended and restated bylaws to revise advance notice provisions, address universal proxy rules, update technical changes, and clarify meeting procedures and exclusive jurisdiction (effective 2024-03-15).
- Change
- bylaw amendment
- Effective
- 2024-03-15
Exact text from the filing
On March 15, 2024, the board of directors (the “Board”) of PepGen Inc. (the “Company”) approved and adopted the second amended and restated by-laws (the “Second Amended and Restated By-laws”) of the Company, effective immediately. The Second Amended and Restated By-laws amend certain of the provisions of Article I, Sections 2, 6, 8, and 9, and Article VI, Sections 8 and 9. Among other things, the amendments set forth in the Second Amended and Restated By-laws: (1) revise the procedures and disclosure requirements set forth in the advance notice by-law provisions; (2) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including applicable notice and solicitation requirements; (3) require that a stockholder directly or
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