Corcept Therapeutics Incorporated (NASDAQ:CORT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective February10, 2017, the Board of Directors of Corcept
Therapeutics Incorporated (the Company) approved and
adopted the Amended and Restated Bylaws of the Company (the
Amended and Restated Bylaws).
The Amended and Restated Bylaws include the following amendments:
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Timely Notice: For a stockholder proposal (including with respect to nominations for the election of directors) at an annual meeting of the Company to be timely, notice must be delivered no less than 90 days nor more than 120 days prior to the one-year anniversary of the date of the Companys proxy statement released to stockholders in connection with the preceding years annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary of the preceding years annual meeting, to be timely, notice must be delivered no later than the 120th day prior to the meeting or, if later, the 10th day following public disclosure of the date of the meeting. This provision is expressly intended to apply to any business proposed to be brought before an annual meeting other than any proposal made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and included in the Companys proxy statement. |
Nominations for the election of directors at a special meeting
(only if the election of directors is a matter specified in the
Companys notice of special meeting) will be considered timely if
delivered no earlier than the 120th day prior to the special
meeting and no later than the 90th day prior to the meeting or,
if later, the 10th day following public disclosure of the date of
the meeting.
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Holding and Attendance Requirement; Proposing/Nominating Persons: Stockholders proposing business (including nominations for the election of directors) to be brought before an annual meeting or nominees for the election of directors to be brought before a special meeting must be beneficial owners at the time of giving notice and at the time of the meeting, and such persons (or, if an institutional stockholder, a qualified representative) must be present in person at the meeting. |
The definition of a stockholder proposing business (including
nominations for the election of directors) to be brought before
an annual meeting or nominees for the election of directors to be
brought before a special meeting (a Proposing Person or
Nominating Person, as applicable) has been revised to
include participants in the solicitation, affiliates of the
proposing stockholder and any person that, directly or
indirectly, controls or is under common control with the
proposing stockholder.
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Expanded Disclosure Requirements: Additional disclosure is required (i)with respect to stockholders who propose business (including nominations for the election of directors) to be brought before an annual meeting or nominees for the election of directors to be brought before a special meeting and (ii)regarding proposed director nominees, including the submission of a written questionnaire with respect to the background and qualifications of such nominees and certain representations from such nominees. |
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Stock Certificate Signatories: Stock certificates may be signed by any two authorized officers of the Company, consistent with revisions to Section258 of the Delaware General Corporation Law. |
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New Forum Selection Provision: Unless the Company |
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of breach of a fiduciary duty owed by any current or former |
If any action the subject matter of which is within the scope of
the preceding sentence is filed in a court other than a court
located within the State of Delaware (a Foreign Action) in
the name of any stockholder, such stockholder shall be deemed to
have consented to (a)the personal jurisdiction of the state and
federal courts located within the State of Delaware in connection
with any action brought in any such court to enforce the
preceding sentence and (b)having service of process made upon
such stockholder in any such action by service upon such
stockholders counsel in the Foreign Action as agent for such
stockholder.
Any person or entity purchasing or otherwise acquiring or holding
any interest in shares of capital stock of the Company shall be
deemed to have notice of and consented to this provision.
Stockholders and director nominees may be required to satisfy
additional requirements as specified in the Amended and Restated
Bylaws. The Amended and Restated Bylaws also include certain
conforming and clarifying changes.
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 complete text of the Amended and Restated
Bylaws, which are filed as Exhibit 3.1 to this Current Report on
Form8-K and
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits |
(d)
Exhibits
| 3.1 |
Amended and Restated Bylaws of Corcept Therapeutics Incorporated. |
About Corcept Therapeutics Incorporated (NASDAQ:CORT)
Corcept Therapeutics Inc. is a pharmaceutical company engaged in the discovery, development and commercialization of drugs for the treatment of severe metabolic, psychiatric and oncologic disorders. The Company’s focus is on those disorders that are associated with a steroid hormone cortisol. Elevated levels and abnormal release patterns of cortisol have been implicated in a range of human disorders. The Company is developing mifepristone, a compound that modulates the effects of cortisol by acting as a competitive antagonist at the glucocorticoid receptor (GR). It has also discovered approximately three structurally distinct series of selective cortisol modulators, all of which share mifepristone’s affinity for GR but, unlike mifepristone, do not bind to the progesterone receptor, and so do not terminate pregnancy or cause other side effects associated with progesterone receptor antagonism. It has begun pre-clinical and clinical development of its lead compounds from these series. Corcept Therapeutics Incorporated (NASDAQ:CORT) Recent Trading Information
Corcept Therapeutics Incorporated (NASDAQ:CORT) closed its last trading session up +0.19 at 8.46 with 587,252 shares trading hands.
