Pegasystems Inc. (NASDAQ:PEGA) 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 September8, 2017, the Board of Directors (the “Board”) of Pegasystems Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (“Bylaws”), effective immediately, by adding a new ARTICLE XI, which provides that unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i)any derivative action or proceeding brought on behalf of the Company, (ii)any action asserting any claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (iii)any action asserting a claim arising to any provision of the Massachusetts Business Corporation Act, the Company’s Restated Articles of Organization or the Company’s Bylaws, or (iv)any action asserting a claim governed by the internal affairs doctrine (together, the “Defined Claims”) shall be the Business Litigation Section of the Superior Court of Suffolk County, Massachusetts (the “BLS”), irrespective of any waivable claims challenging jurisdiction or venue of the BLS. If (and only if) the BLS lacks jurisdiction to adjudicate a Defined Claim, the federal district court for the District of Massachusetts, Eastern Division, shall be the exclusive forum for such Defined Claims. Any shareholder who brings a Defined Claim in a court outside of the Commonwealth of Massachusetts (a “Foreign Action”) shall be deemed to have (i)waived any argument relating to the inconvenience of the Massachusetts forums referenced above; (ii)consented to the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any Foreign Action; and (iii)consented to having service of process made upon such shareholder by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.
The description above of the amendments to the Company’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| 3.2 | Amended and Restated Bylaws of Pegasystems Inc. |
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PEGASYSTEMS INC ExhibitEX-3.2 2 d450848dex32.htm EX-3.2 EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PEGASYSTEMS INC. (effective as of September 8,…To view the full exhibit click here
About Pegasystems Inc. (NASDAQ:PEGA)
Pegasystems Inc. develops, markets, licenses and supports software applications for marketing, sales and onboarding, and customer service needs. The Company also offers software applications built on the Pega 7 platform. Its software is designed to assist clients in building, deploying, and evolving enterprise applications. Its applications and platform intersect with and encompass several traditional software markets, including Customer Relationship Management (CRM); Business Process Management (BPM); Business Rules Management Systems (BRMS); Dynamic Case Management (DCM); Decision Management, which includes Predictive and Adaptive analytics, and the Vertical Specific Software (VSS) market of industry solutions and packaged applications. It provides implementation, consulting, training, technical support and hosting services to facilitate the use of its software. The Company offers its services to financial, healthcare, insurance, manufacturing, life sciences and other markets. Pegasystems Inc. (NASDAQ:PEGA) Recent Trading Information
Pegasystems Inc. (NASDAQ:PEGA) closed its last trading session down -0.55 at 55.65 with 234,044 shares trading hands.