Natus Medical Incorporated (NASDAQ:BABY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Natus Medical Incorporated (NASDAQ:BABY) 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.

On December 7, 2018, the Board of Directors (the “Board”) of Natus Medical Incorporated (“Natus”) adopted amendments to Natus' Amended and Restated Bylaws (the “Bylaws”) to implement proxy access. As amended, the Bylaws include a new Section 2.13 permitting a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years a number of Natus shares that constitutes at least 3% of Natus' outstanding shares, to nominate and include in Natus' proxy materials director nominees constituting up to the greater of two individuals or 20% (rounded down to the nearest whole number) of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. The amended Bylaws also reflect certain conforming changes in Sections 2.3 and 3.2.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the amended and restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.03.

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.

Description

3.1

Amended and Restated Bylaws of Natus Medical Incorporated


NATUS MEDICAL INC Exhibit
EX-3.1 2 a2018-12x07bylaws_new.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWS OF NATUS MEDICAL INCORPORATED (As amended December 7,…
To view the full exhibit click here

About Natus Medical Incorporated (NASDAQ:BABY)

Natus Medical Incorporated is a provider of newborn care and neurology healthcare products and services used for the screening, diagnosis, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, neuromuscular diseases and balance and mobility disorders. The Company’s segment is neurology and newborn care product families. Its product offerings include computerized neurodiagnostic systems for audiology, neurology, polysomnography, and neonatology, as well as newborn care products, such as hearing screening systems, phototherapy devices for the treatment of newborn jaundice, head-cooling products for the treatment of brain injury in newborns, incubators to control the newborn’s environment, and software systems for managing and tracking disorders and diseases for public health laboratories. It is organized into two strategic business units: Neurology and Newborn Care.

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