Neoleukin adopts amended bylaws updating DGCL, universal proxy, advance notice, exclusive forum

Neurogene Inc.

Advance notice period changed to 75-105 days before meeting anniversary (was 90-120).
Universal proxy (Rule 14a-19) compliance: shareholder must certify, provide reasonable evidence 5 business days before meeting.
Exclusive forum for derivative, fiduciary duty, DGCL, and internal affairs claims remains Delaware Court of Chancery or federal district court.
Indemnification now requires good faith or no reasonable cause to believe conduct unlawful; emergency bylaw added.
Electronic transmission of notices permitted; meeting conduct clarified for presiding officer and Rule 14a-8 proponents.

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

Neurogene Inc.: Amended and restated bylaws with changes to stockholder meeting procedures, advance notice, universal proxy rules, exclusive forum, and indemnification provisions (effective 2022-11-30).

Change: bylaw amendment
Effective: 2022-11-30

Exact text from the filing

On November 30, 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 bylaws of Neoleukin 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 0001628280-22-031095

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