A Dark Vector Cognition product

Item 9B. OTHER INFORMATION

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Item 9B. OTHER INFORMATION

On March 24, 2021, our board of directors amended and restated our bylaws. The amendments are designed to update and modernize the bylaws to (1) conform them to the General Corporation Law, (2) reflect recent developments in public company governance, (3) remove certain outdated provisions and eliminate redundancies, (4) clarify certain corporate procedures, and (5) conform language and style. The amended and restated bylaws include amendments to:

  • clarify the provisions for stockholder meetings, including those held solely by means of remote communications;

  • update the provisions governing the notice of stockholder meetings;

  • update and modernize the provisions governing stockholder lists;

  • update and modernize the procedures for meetings of the board of directors, including notice of meetings;

  • update and modernize the provisions governing board action by written consent;

  • require that any delayed effectiveness of officer or director resignations be subject to the approval of the board of directors;

  • update, modernize, and clarify the provisions regarding the Board chair;

  • update and modernize provisions regarding the committees of the board of directors;

  • update and modernize the provisions governing the indemnification of officers and directors of the company, including providing that the company is required to indemnify (and advance expenses to) officers and directors to the fullest extent permitted by applicable law; and

  • make certain other updates, clarifications, and administerial and conforming changes.

The foregoing description of the amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached as Exhibit 3.5 and incorporated by reference herein.

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PART III

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