Item 9B. Other Information
3K characters. Original on sec.gov ·
Item 9B. Other Information
10b5-1 Plans
On November 7, 2023, Noubar Afeyan, our Chairman, amended a trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Afeyan 10b5-1 Plan). The Afeyan 10b5-1 Plan was amended to increase certain price triggers under the plan. The Afeyan 10b5-1 Plan, as amended, is scheduled to commence on February 28, 2024, and will run through August 20, 2025. The aggregate maximum number of shares of common stock that may be sold pursuant to the Afeyan 10b5-1 Plan is 745,000, which represents the shares remaining under the original plan that have not been sold to date.
On November 6, 2023, Arpa Garay, our former Chief Commercial Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Garay 10b5-1 Plan). The Garay 10b5-1 Plan was entered into on August 24, 2023, and was scheduled to commence on November 27, 2023, with a termination date of August 30, 2024. The Garay 10b5-1 Plan provided for the potential sale of approximately 4,540 shares of common stock and for the potential exercise of vested stock options and the associated sale of up to 24,897 shares. No shares of common stock were sold, and no options to purchase shares of common stock were exercised, under the Garay 10b5-1 Plan prior to its termination.
Amended and Restated By-laws
On February 21, 2024, our Board of Directors approved and adopted the Company’s Second Amended and Restated By-laws (the “By-laws”), which became effective immediately. The By-laws supersede and replace in their entirety the Company's Amended and Restated By-laws in effect immediately prior to effectiveness of the By-laws.
The By-laws, among other things:
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implement a majority voting standard in uncontested director elections;
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implement a proxy access provision, which permits a stockholder, or a group of up to 20 stockholders, owning 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of two nominees or 20% of the Board of Directors, subject to the terms and conditions set forth in the By-laws;
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update our advance notice provisions to take into account recent rules adopted by the SEC regarding usage of universal proxies;
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reflect recent amendments and updates to the Delaware General Corporation Law; and
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incorporate certain other administrative, technical, clarifying and conforming changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
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