A Dark Vector Cognition product

Item 9B. Other Information

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Item 9B. Other Information

On February 24, 2021, the Company’s Board approved, effective immediately, a series of amendments to the Company’s by-laws (“By-Laws”). A summary of the changes to the By-Laws is set forth below and is qualified in its entirety by reference to the full text of the amended and restated By-Laws, a complete copy of which is attached hereto as Exhibit 3.2.

Amendments to the By-Laws including amending:

  • Section 1.03 (Notice of Meetings; Waiver) to clarify that some notices to stockholders can be sent electronically and conform the language to the latest amendments to Delaware law;

  • Section 1.08 (Proxies) to confirm that a stockholder may use electronic signatures and transmission for a document authorizing another person to act as proxy and to eliminate references to telegrams and cablegrams;

  • Section 1.10 (Notice of Stockholder Business and Nominations) to limit the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting and align our stockholder proposal requirements with the recent amendments to Section 14a-8 of the Exchange Act;

  • Section 2.09 (Board Action Without a Meeting) and Section 3.04 (Committee Quorum and Manner of Acting) to conform language to the latest amendments to Delaware law and clarify that the filing of a consent to action by the Board or any committee is not a condition precedent to the effectiveness of the action;

  • Section 2.12 (Voluntary Resignation) clarifies that a director’s resignation needs only be signed if it is in writing (as opposed to electronic transmission);

  • Section 5.04 (Transfers of Stock) to clarify required notice can be in writing or electronic transmission;

  • Section 8.01 (Dividends) to clarify that the Board may declare a dividend at a meeting or by consent;

  • Section 8.05 (Forum Selection) to add a federal forum selection provision; and

  • Article IX (Amendment of the Bylaws) to clarify that the Board may amend the By-Laws at a meeting or by consent.

PART III.

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