Item 5.03 Amendments to Articles of Incorporation or Bylaws
Effective
Implementing Annual Director Elections
The Bylaws provide that, commencing with the annual meeting of stockholders in 2020, directors standing for election will be elected for one year terms. Directors elected to three-year terms prior to the 2020 annual meeting of stockholders will complete those terms, and the entire Board will be elected annually commencing with the 2022 annual meeting of the stockholders.
Implementing Proxy Access
The Bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials directors constituting up to 20% of the board or two individuals, whichever is greater, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in Article I, Section 15 of the Bylaws.
Revising Advance Notice Provisions
The Bylaws revise the deadline for advance notice of business and nominations
for an annual meeting of stockholders to generally not later than the close of
business 90 days nor earlier than the close of business 120 days prior to the
one-year anniversary of the preceding year's annual meeting. As a result of the
amendments, for consideration at the 2020 annual meeting of stockholders,
director nominations or the presentation of other business must be received by
the Secretary of the Company no earlier than
Implementing Board Nominee Requirements
The Bylaws require any candidate for the Board, whether nominated by a stockholder or the Board, to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company's policies and guidelines and intent to serve the entire term.
Implementing Forum Selection
The Bylaws include a forum selection provision, which provides that, unless the
Company consents in writing to the selection of another forum, the
Additional Bylaw Changes
The Bylaws also revise the number of directors required to call a special meeting of the Board to a majority of directors and include certain technical, conforming, modernizing and clarifying changes to the Bylaws.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1 Sixth Amended and Restated Bylaws ofResMed Inc. , aDelaware Corporation (as Approved and Adopted by Board ResolutionFebruary 21, 2020 )
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