COLLEGIUM PHARMACEUTICAL,INC. (NASDAQ:COLL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November30, 2017, the Board of Directors (the “Board”) of Collegium Pharmaceutical,Inc. (the “Company”) adopted amended and restated bylaws (the “Restated Bylaws”), which are effective immediately, to provide for a majority vote standard for the election of directors in non-contested director elections. In future non-contested elections of directors, each director of the Company will be elected by the affirmative majority of the votes cast in such election. A majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee in order for that nominee to be elected. Under the Company’s previous bylaws provisions, directors were elected by a plurality of the votes cast. In contested elections, directors will continue to be elected by a plurality of the votes cast.
Under the Restated Bylaws and the Company’s Corporate Governance Guidelines, which were amended in connection with the adoption of the Restated Bylaws, following any non-contested election, any director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election must offer to resign from the Board, and the Board shall decide, in accordance with the Corporate Governance Guidelines, whether to accept or reject such offer of resignation.
The description of the Restated Bylaws above is qualified in its entirety by reference to the text of the Restated Bylaws attached hereto as Exhibit3.1, which is incorporated herein by reference. The Company’s Corporate Governance Guidelines, as amended, are available on the corporate governance section of the Company’s website.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
