Xtant Medical adopts amended bylaws with universal proxy rules, board expansion requires 75% approval

Xtant Medical Holdings, Inc.

Board approved Third Amended and Restated Bylaws effective June 1, 2023, incorporating SEC universal proxy rules and recent DGCL amendments.
Stockholder nominations and proposals now require additional background information; proxy card color rule adopted (white reserved for Board).
Board expansion beyond seven members requires approval of at least 75% of directors then in office.
New emergency bylaw provisions allow greater flexibility during disasters or catastrophes as permitted by DGCL.
Notice by electronic transmission revised; advance stockholder consent requirement removed.

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

Xtant Medical Holdings, Inc.: Adopted Third Amended and Restated Bylaws incorporating amendments including universal proxy rules and DGCL updates (effective 2023-06-01).

Change: bylaw amendment
Effective: 2023-06-01

Exact text from the filing

On May 16, 2023, the Board of Directors (the “Board”) of Xtant Medical Holdings, Inc. (the “Company”) approved and adopted Third Amended and Restated Bylaws (the “Amended and Restated Bylaws”) incorporating certain amendments, including amendments in response to the new universal proxy rules promulgated by the Securities and Exchange Commission (the “SEC”) and recent amendments to the Delaware General Corporation Law (the “DGCL”). The Amended and Restated Bylaws will become effective June 1, 2023.

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Source: SEC EDGAR

accession 0001493152-23-018330

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