Apollo Medical Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 28, 2024, the Board of Directors (the “Board”) of Astrana Health, Inc. (the “Company”) approved the amendment and restatement of the Company’s Restated Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective immediately upon adoption. Among other things, the Amended and Restated Bylaws:
| · | establish certain procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of proposals for other business made in connection with annual and special meetings of stockholders, including to address rules related to the use of universal proxy cards adopted by the Securities and Exchange Commission under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; |
| · | require stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; and |
| · | include various updates throughout to conform to current Delaware law (including the recent amendments to the Delaware General Corporation Law), including amendments relating to stockholder lists and stockholder meeting adjournments. |
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes. The description of the changes implemented by 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 filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 28, 2024, the Board established June 12, 2024, as the date for the Company’s 2024 Annual Meeting of Stockholders. The record date for stockholders eligible to vote at the 2024 Annual Meeting was set for April 23, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 3.1 | Amended and Restated Bylaws of Astrana Health, Inc. (effective February 28, 2024). | |
| 3.2 | ||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASTRANA HEALTH, INC. | ||
| Date: February 29, 2024 | By: | /s/ Brandon Sim |
| Name: | Brandon Sim | |
| Title: | Chief Executive Officer and President | |