CNS Pharma amends bylaws; reduces quorum, eliminates written consent

CNS Pharmaceuticals, Inc.

Reduced stockholder quorum from a majority to one-third of shares outstanding.
Eliminated action by written consent of stockholders; all actions require a meeting.
Clarified vote standard: majority of votes cast (excl. abstentions) for most matters; plurality for directors.
Adds requirement that nominating persons comply with Rule 14a-19 for proxy solicitations.
Director removal requires two-thirds of voting power; other technical edits and conforming changes.

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

CNS Pharmaceuticals, Inc.: Reduced quorum requirement from majority to one-third of shares outstanding; specified vote standard for stockholder actions; eliminated stockholder action by written consent; added director removal provision requiring two-thirds vote; updated remote meeting, director meeting, and officer provisions (effective 2023-08-11).

Change: bylaw amendment
Effective: 2023-08-11

Exact text from the filing

On August 11, 2023, the Board of Directors of CNS Pharmaceuticals, Inc. (the “Company”) adopted the Amended and Restated Bylaws of CNS Pharmaceuticals, Inc. (as amended and restated, the “Bylaws”), effective on such date.

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Source: SEC EDGAR

accession 0001683168-23-005787

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