Denali Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$DNLI
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 12, 2024, the Board of Directors (the “Board”) of Denali Therapeutics Inc. (the “Company”), acting upon the recommendation of the Board’s Corporate Governance and Nominating Committee, approved and adopted amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption. Such amendments were adopted in connection with a periodic review of the Company’s bylaws, to conform with Securities and Exchange Commission rules regarding universal proxy cards, and to enhance corporate governance in light of recent developments in Delaware law.
The Amended and Restated Bylaws, among other things:
•update and revise the advance notice procedures for the nomination of directors and the proposal of other business at stockholder meetings, including (without limitation) by adding a requirement that a stockholder seeking to nominate director(s) at a meeting of stockholders provide to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, no later than five business days before the meeting, and by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;
•revise certain additional procedures related to stockholder meetings to conform to the current provisions of the Delaware General Corporation Law (the “DGCL”), including but not limited to provisions relating to delivery of notices of stockholder meetings, quorum, communications regarding adjourned stockholder meetings, conduct of business at meetings, and the preparation of the stockholder list in connection with stockholder meetings;
•update various provisions regarding directors, Board committees, and officers, including but not limited to requirements for action by written consent of the Board and officer authority; and
•make various updates throughout to conform to current Delaware law (including the DGCL) and to make ministerial changes, clarifications, and other conforming revisions.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||||||||
SIGNATURE
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.
| DENALI THERAPEUTICS INC. | |||||||||||
| Date: | November 18, 2024 | By: | /s/ Alexander O. Schuth | ||||||||
| Alexander O. Schuth, M.D. | |||||||||||
| Chief Operating and Financial Officer | |||||||||||