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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Certificate of Amendment of Amended and Restated Certificate of Incorporation
As disclosed in Item 5.02 above, at the 2019 Annual Meeting, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation to declassify our Board of Directors and provide for the annual election of all directors. On October 25, 2019, we filed the Declassification Amendment with the Delaware Secretary of State to effect the declassification of our Board of Directors.
The foregoing description of the Declassification Amendment is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Declassification Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Third Amended and Restated Bylaws
As previously disclosed, at our 2018 Annual Meeting of Stockholders held on December 19, 2018, our stockholders approved a number of amendments to our Amended and Restated Certificate of Incorporation. See our Current Report on Form 8-K filed with the SEC on January 9, 2019 for additional information about these amendments. Many of these amendments required us to make conforming changes to our bylaws.
As previously disclosed, on June 19, 2019, the United States District Court for the Eastern District of Wisconsin entered an order (the “Order”) preliminarily approving a Stipulation of Settlement, dated March 27, 2019 (the “Stipulation”), and the proposed derivative settlement (the “Settlement”) set forth therein, in the consolidated derivative action styled Kent v. Stoelting et al, Civil No. 17-cv-00893-PP. Pursuant to the Order, we filed a Notice of Proposed Derivative Settlement (the “Notice”) and the Stipulation. See our Current Report on Form 8-K filed with the SEC on June 26, 2019 for additional information about the Order, the Stipulation and the Settlement. Pursuant to the Settlement, we agreed to adopt certain corporate governance policies, some of which required us to make changes to our bylaws.
As disclosed in Item 5.02 above, at the 2019 Annual Meeting, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation to declassify our Board of Directors and provide for the annual election of all directors.
Accordingly, on October 25, 2019, our Board of Directors approved and adopted a Third Amended and Restated Bylaws (the “Restated Bylaws”). The Restated Bylaws provide for the following changes to our bylaws:
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We amended our bylaws to remove the reference to a classified Board of Directors structure to conform to the Declassification Amendment previously approved by our stockholders.
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We amended our bylaws to permit stockholder action by written consent to conform to the amendment to our Amended and Restated Certificate of Incorporation previously approved by our stockholders.
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We amended our bylaws to permit stockholders holding at least a majority of the shares of our common stock entitled to vote to request that we call a special meeting of stockholders to conform to the amendment to our Amended and Restated Certificate of Incorporation previously approved by our stockholders.
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We amended our bylaws to permit stockholders holding at least a majority of the shares of our common stock entitled to vote to remove directors with or without cause to conform to the amendment to our Amended and Restated Certificate of Incorporation previously approved by our stockholders.
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We amended our bylaws to permit stockholders holding at least a majority of the shares of our common stock entitled to vote to amend or repeal our bylaws or any provision thereof to conform to the amendment to our Amended and Restated Certificate of Incorporation previously approved by our stockholders.
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We amended our bylaws to designate the courts in the state of Delaware as the exclusive forum for all legal actions unless otherwise consented to by us to conform to the amendment to our Amended and Restated Certificate of Incorporation previously approved by our stockholders.
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We adopted a majority voting policy to make the legal standard for director election a majority of shares voted. We also amended our bylaws to provide that following a refusal by our Board of Directors to accept the resignation of a director from whom the holders of a majority of shares have withheld support, the holders of 5% of outstanding shares have the power to call a special meeting of stockholders. We intend to submit a substantially similar proposal to stockholders to amend our Amended and Restated Certificate of Incorporation at our next annual meeting of stockholders.
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The foregoing description of the Restated Bylaws is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is filed hereto as Exhibit 3.2 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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Exhibit
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Number
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3.1
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3.2
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