MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective March 15, 2019, the bylaws (the “Bylaws”) of Marrone Bio Innovations, Inc. (the “Company”) were amended and restated by the Company’s Board of Directors (the “Board”) upon recommendation by the Nominating and Governance Committee of the Board (the “Committee”). The amendment and restatement modified Section 3.1 of the Bylaws to provide that, in uncontested elections, directors will now be elected by a majority of votes cast and entitled to vote on the election of directors at any meeting for the election of directors, rather than the plurality voting standard previously utilized by the Company, and modified Section 3.4 of the Bylaws to provide that a director resignation that is conditioned upon a director failing to receive a specified vote for reelection as a director may provide that it is irrevocable.
In connection with the amendment and restatement of the Bylaws, and also upon recommendation by the Committee, the Board additionally approved and adopted amendments to the Company’s Corporate Governance Guidelines (the “Guidelines”). The Guidelines were amended to provide for a director nominee to supply a conditional letter of resignation to the Company’s Secretary, which will be effective only in the event that (i) such nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election and (ii) such resignation is accepted by the Board, among other related changes.
The foregoing description of the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, attached as Exhibit 3.1 hereto and incorporated herein by reference. The foregoing summary of the amendments to the Guidelines is qualified in its entirety by reference to the full-text of the Guidelines, attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
MARRONE BIO INNOVATIONS INC Exhibit
EX-3.1 2 ex3-1.htm Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF MARRONE BIO INNOVATIONS,…
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About MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII)
Marrone Bio Innovations, Inc. offers bio-based pest management and plant health products. The Company’s bio-based products include naturally occurring microorganisms, such as bacteria, fungi and plant extracts. It sells its products to crop protection market. Its four crop protection products include Regalia, Grandevo, Venerate and Majestene. Its products are used in both conventional and organic crop production, and are sold to growers of specialty crops, such as grapes, citrus, tomatoes, vegetables, nuts, leafy greens and ornamental plants. It offers Regalia for large-acre row crops, such as corn and soybeans. Its pipeline of early-stage discoveries and product candidates extends across a range of product types for end markets, including herbicides, fungicides, nematicides, insecticides, algaecides (for algae control), molluscicides (for mussel and snail control), and plant growth and plant stress regulators. It is engaged in developing MBI-010, MBI-110, Haven (MBI-505) and MBI-601.
