SITO MOBILE, LTD. (NASDAQ:SITO) 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 August 22, 2017, the board of directors (the “Board”) of SITO Mobile, Ltd. (the “Company”), adopted amended and restated By-laws (the “New Bylaws”) for the Company. The New Bylaws became effective on the date of adoption by the Board, or August 22, 2017. A description of the provisions adopted or changed by the New Bylaws, and of the provisions of the Company’s Bylaws that were in effect prior to the adoption of the New Bylaws (the “Former Bylaws”), appears below:
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The New Bylaws provide for election of directors upon a plurality of votes properly cast (as opposed to the election of directors upon a plurality of votes present under the Former Bylaws) to elect directors, and provide for the approval of other actions by stockholder vote upon a majority of votes properly cast (as opposed to other actions by stockholder vote upon a majority of votes present under the Former Bylaws), except as otherwise required by law; |
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The New Bylaws clarify that a special meeting of stockholders can be called only by the Board, the Chairman of the Board or the Company’s Chief Executive Officer; |
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The New Bylaws clarify certain procedures relating to the conduct of stockholder meetings, including the authority of the chairman of the meeting to declare certain matters as not having been properly brought before a meeting of stockholders; |
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The New Bylaws clarify certain procedures with respect to effecting a stockholder action by written consent, including the Board’s authority to set a record date for such a stockholder action and to appoint an inspector of elections to certify written consents prior to their effectiveness; |
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The New Bylaws adopt certain procedures by which stockholders may nominate directors, including as to the timing for stockholder nominations of Directors and related disclosure requirements; |
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The New Bylaws provide that meetings of the Board may be called upon 24 hours’ notice (as opposed to no notice for fixed meetings and notice for special meetings of the Board with “sufficient time for the convenient assembly of the directors thereat” under the Former Bylaws); and |
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The New Bylaws provide that they may be amended either by action of a majority of the Board or at a meeting of stockholders, by the affirmative vote of at least 66 2/3% of the outstanding shares entitled to vote. |
The foregoing summary of the New Bylaws is qualified in its entirety by reference to the New Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit Number |
| 3.2 |
Amended and Restated Bylaws of SITO Mobile, Ltd. |
SITO MOBILE, LTD. ExhibitEX-3.2 2 v474181_ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SITO MOBILE,…To view the full exhibit click here
About SITO MOBILE, LTD. (NASDAQ:SITO)
SITO Mobile, Ltd. operates a mobile location-based advertising platform serving businesses, advertisers and brands. The Company’s offerings include SITO Location-Based Advertising and SITO Mobile Messaging. SITO Location-Based Advertising delivers display advertisements and videos on behalf of advertisers, including various features, such as Geo-fencing, Verified walk-in, Behavioral Targeting, and Analytics and Optimization. Geo-fencing targets customers within a certain radius of location and uses technology to push coupons, advertisements and promotions to mobile applications. Verified Walk-in tracks foot-traffic to locations and which advertisements drive action. Behavioral Targeting tracks past behaviors over 30 to 90 day increments allowing for real-time campaign management. Analytics and Optimization is a culling and building measurement system. SITO Mobile Messaging is a platform for building and controlling programs, including messaging and customer incentive programs.