INC. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
On July 21, 2020, and as more particularly described below in “Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”, the Board of Directors of the Company (the “Board”) amended the Company’s Amended and Restated Bylaws in accordance with the provisions of the Company’s Amended and Restated Bylaws and Articles of Incorporation, as amended, to eliminate the requirement that three (3) of the members of the Board shall be appointed by the holders of the Company’s Series B Preferred Stock (the “Bylaw Amendment”). As reported by the Company in its Current Report on Form 8-K filed on May 12, 2020, the Company repurchased 50% of the outstanding Series B Preferred Stock and as a result there are no shares of Series B Preferred Stock issued and outstanding. The Certificate of Amendment to the Amended and Restated Bylaws of the Company, filed herewith as Exhibit 3.1, provides that the each of the three (3) director positions previously appointed by the holders of the Series B Preferred Stock shall be vacant positions and, upon appointment by the Board, shall hold office until his or her successor is duly elected and qualified by the shareholders or until his or her earlier death, resignation or removal.
Concurrently with the approval of the Bylaw Amendment, the Board, in accordance with the Company’s Bylaws, appointed Peter O’Rourke to fill the newly created vacancy on the Board and serve as a director of the Company, effective July 21, 2020. to the Company’s Bylaws, Mr. O’Roarke shall hold office until the next election of directors by the shareholders of the Company.
Mr. O’Rourke’s background includes holding leadership roles in management consulting, private equity, aerospace and operations companies. Mr. O’Rourke’s experience includes leadership in sales, marketing, operations, finance and performance improvement. In 2018, Mr. O’Rourke was appointed Acting Secretary of the U.S. Department of Veterans Affairs after serving as the Chief of Staff and Executive Director for the Office of Accountability and Whistleblower Protection. Before joining the Department of Veterans Affairs, Mr. O’Rouke honorably served as a U.S. Navy enlisted Airman and an Air Force Officer and Logistician. Mr. O’Rourke received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force’s Institute of Technology.
There are no arrangements or understandings between Mr. O’Rourke and any other person to which he was selected as a director of the Company, and Mr. O’Rourke will be granted 750,000 stock options with 250,000 vesting immediately, 250,000 vesting one year after date of grant, and 250,000 vesting two years after date of grant. There are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. O’Rourke in connection with his election to the Board of Directors. Mr. O’Rourke is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 21, 2020, the Board unanimously approved amendments to Article III of the Company’s Amended and Restated Bylaws to eliminate the requirement that three of the Company’s seven directors be appointed by holders of the Company’s Series B Preferred Stock. The text of the amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
3.1Amendment to the Amended and Restated Bylaws of the Company.
AXIM BIOTECHNOLOGIES, INC. Exhibit
EX-3.1 2 f8k072220_ex3z1.htm EXHIBIT 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THE COMPANY Exhibit 3.1 Amendment to the Amended and Restated Bylaws of the Company EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF AXIM BIOTECHNOLOGIES,…
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About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.