A Dark Vector Cognition product

Item 9B. Other Information

2K characters. Original on sec.gov · Markdown

Item 9B. Other Information

On February 22, 2023, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to conform the By-laws to the Securities and Exchange Commission’s universal proxy rules contained in Rule 14a-19 under the Securities Exchange Act of 1934, and certain 2022 amendments to the General Corporation Law of the State of Delaware (the DGCL). The amendments to the By-laws include additions to Article I, Section 9 to implement the requirements of Rule 14a-19 regarding the nomination and solicitation of proxies for director candidates. The amendments to the By-laws also include revisions to Article I, Sections 4 and 8 to conform with the 2022 DGCL amendments. The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.4 and incorporated by reference herein.

On February 22, 2023, the company entered into a consulting agreement with Mark P. Stevenson, former Executive Vice President and Chief Operating Officer of the company, relating to services that Mr. Stevenson will provide to the company. Under the consulting agreement, which has a term ending March 1, 2024, Mr. Stevenson will serve on the company’s Scientific Advisory Board and will also provide ongoing advice and services as requested by the company. During the term of the consulting agreement, Mr. Stevenson will receive compensation of $8,000 per month. The agreement also contains provisions that restrict Mr. Stevenson’s ability during the term of the consulting agreement (i) to work for or provide consulting services to, any competitor of the company, and (ii) to solicit for hire employees or consultants of the company or to solicit customers or clients of the company.

Previous: Item 9A. Controls and Procedures · Next: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections