SITO MOBILE, LTD. (NASDAQ:SITO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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SITO MOBILE, LTD. (NASDAQ:SITO) 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 March 23, 2017, the Board of Directors (the Board) of
SITO Mobile, Ltd., a Delaware Corporation (the
Corporation) approved amendments to amend and restate the
Corporations bylaws, effective as of March 23, 2017 (the
Bylaws). The Bylaws have not been amended since May 5,
2016 when they were filed with the U.S. Securities and Exchange
Commission (the SEC) as an exhibit to a Current Report on
Form 8-K on May 11, 2016.

The amendments to the Bylaws are intended to conform the Bylaws
to more current and customary public company practice. Among
other things, the amendments to the Bylaws:

Amend the provisions relating to how an annual meeting of the
Corporations stockholders is called to provide that the date,
time and place of an annual meeting shall be fixed by a
resolution of the Board adopted by a majority of the total
number of authorized directors (whether or not there exists
any vacancies in the previously authorized directorships at
the time any such resolution is presented to the Board);
Specify certain procedural matters relating to the
requirements for any business to be brought before an annual
meeting of stockholders, including, but not limited to, the
prerequisites for a stockholder to bring any proposal before
an annual meeting of stockholders including that the making
of such proposal must be permitted by applicable law, the
Corporations Certificate of Incorporation (the Certificate
of Incorporation) and the Bylaws and must comply with the
notice and other procedures contained in the Bylaws in all
applicable respects;
Add provisions related to the advance notice of stockholder
proposals required to be submitted to the Corporation in
connection with business intended to be brought before an
annual meeting of stockholders (the Proposal Notice),
including, but not limited to, provisions that:
o Specify that, to be timely, a stockholders Proposal Notice
must be delivered to, or mailed and received by, the
Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one
hundred and twentieth (120th) calendar day and not later than
the close of business on the ninetieth (90th) calendar day
prior to the one-year anniversary date of the immediately
preceding years annual meeting of stockholders (the
Anniversary Date); provided, however, that in
the event that the date of the annual meeting is more than
thirty (30) calendar days before or more than sixty (60)
calendar days after the Anniversary Date, or if the
Corporation did not hold an annual meeting in the preceding
fiscal year, notice by the stockholder to be timely must be
so delivered, or mailed and received, not later than the
later of (i) the close of business on the ninetieth (90th)
calendar day prior to such annual meeting or (ii) the close
of business on the tenth (10th) calendar day following the
day on which public disclosure of the date of such annual
meeting was first made;

o Provide for a defined term, Stockholder Associated
Person, to encompass the individuals (in addition to the
stockholder) for whom information will be required to be
included in a Proposal Notice or Nominating Notice (as
defined below), as the case may be, and defining
Stockholder Associated Person to include: (i) any
affiliate or associate (as those terms are defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended
the Exchange Act)) of such stockholder, (ii) any
beneficial or record owner of any capital stock or other
securities of the Corporation owned of record or beneficially
by such stockholder, (iii) any person directly or indirectly
controlling, controlled by or under common control with such
stockholder or any Stockholder Associated Person referred to
in clause (i) or (ii) above, (iv) any person who is a member
of a group (for purposes of these Bylaws, as such term is
used in Rule 13d-5 under the Exchange Act) with any such
stockholder or beneficial owner (or their respective
affiliates and associates), (v) any person Acting in Concert
(as defined below) in respect of any matter involving the
Corporation or its securities with either such stockholder or
any beneficial or record owner of any capital stock or other
securities of the Corporation owned of record or beneficially
by such stockholder (or their respective affiliates and
associates), and (vi) any participant (as defined in
paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of
Schedule 14A, or any successor instructions) with such
stockholder or beneficial owner in the solicitation of
proxies in respect of any nominations or other business
proposed to be brought before the stockholders of the
Corporation;
o Provide that a person shall be deemed to be Acting in
Concert with another person if such person knowingly acts
(whether or not to an express agreement, arrangement or
understanding) in concert with, or towards a common goal
relating to the management, governance or control of the
Corporation in parallel with, such other person where (A)
each person is conscious of the other persons conduct or
intent and this awareness is an element in their
decision-making processes and (B) at least one additional
factor suggests that such persons intend to act in concert or
in parallel, which such additional factors may include,
without limitation, exchanging information (whether publicly
or privately), attending meetings, conducting discussions, or
making or soliciting invitations to act in concert or in
parallel; provided, however, that a person shall not
be deemed to be Acting in Concert with any other person
solely as a result of the solicitation or receipt of
revocable proxies, or special meeting demands from such other
person in response to a solicitation made to, and in
accordance with, Section 14(a) of the Exchange Act by way of
a proxy statement filed on Schedule 14A;

o Specify the information required to be provided by the
stockholder giving the Proposal Notice, and the beneficial
owner, if any, on whose behalf the Proposal Notice is made,
in respect of the business proposed in its Proposal Notice,
including, but not limited to, the following information
regarding such proposing stockholder and Stockholder
Associated Persons:
the name and address of such stockholder or any Stockholder
Associated Person as they appear on the Corporations books,
and of such beneficial owner;
the class (and, if applicable, series) and number of shares
of the Corporation which are owned, directly or indirectly,
beneficially and of record by such stockholder or any
Stockholder Associated Person (including any shares of any
class or series of the Corporation as to which such
stockholder or any Stockholder Associated Person has a right
to acquire beneficial ownership at any time in the future,
whether such right is exercisable immediately, only after the
passage of time or only upon the satisfaction of certain
conditions precedent), the dates on which such shares were
acquired and the investment intent of such acquisition of
shares at the time they were acquired;
a description in reasonable detail of any option, warrant,
convertible security, stock appreciation right or similar
right with an exercise or conversion privilege or a
settlement payment or mechanism at a price related to any
class (or, if applicable, series) of shares of stock of the
Corporation or with a value derived in whole or in part from
the value of any class (or, if applicable, series) of shares
of stock of the Corporation, whether or not such instrument
or right shall be subject to settlement in the underlying
class or series of capital stock of the Corporation or
otherwise (each, a Derivative Instrument) directly or
indirectly owned beneficially or of record by such
stockholder or any Stockholder Associated Person and any
other direct or indirect opportunity to profit or share in
any profit derived from any increase or decrease in the value
of shares of stock of the Corporation of the stockholder or
any Stockholder Associated Person;
a description in reasonable detail of any proxy, contract,
arrangement, understanding or relationship (whether written
or oral and whether formal or informal) between such
stockholder or any Stockholder Associated Person and any
other person or entity (naming each such person or entity) to
which such stockholder or any Stockholder Associated Person
has a right to vote any securities of the Corporation;
a description in reasonable detail of any plans or proposals,
that would be required to be disclosed by such stockholder or
any Stockholder Associated Person or any other person or
entity to Item 4 of a Schedule 13D that would be filed to the
Exchange Act and the rules and regulations promulgated
thereunder (regardless of whether the requirement to file a
Schedule 13D is applicable to such stockholder or any
Stockholder Associated Person or other person or entity)
together with a description of any agreements, arrangements
or understandings (whether written or oral and whether formal
or informal) that relate to such plans or proposals;

a description in reasonable detail of any agreements,
arrangements or understandings that would be required to be
disclosed by such stockholder or any Stockholder Associated
Person or any other person or entity to Item 5 or Item 6 of a
Schedule 13D that would be filed to the Exchange Act and the
rules and regulations promulgated thereunder (regardless of
whether the requirement to file a Schedule 13D is applicable
to such stockholder or any Stockholder Associated Person or
other person or entity);
a description in reasonable detail of any proportionate
interest in shares of the Corporation or Derivative
Instruments held, directly or indirectly, by a general or
limited partnership in which such stockholder or any
Stockholder Associated Person is a general partner or
beneficially owns, directly or indirectly, an interest in a
general partner;
a description in reasonable detail of any performance-related
fees (other than an asset-based fee) that such stockholder or
any Stockholder Associated Person is entitled to attributable
to any increase or decrease in the value of the shares of
stock of the Corporation or Derivative Instruments;
a description in reasonable detail of any pending, or to such
stockholders knowledge, threatened legal proceeding in which
such stockholder or any Stockholder Associated Person is a
party or participant involving the Corporation or any
officer, director affiliate, or associate of the Corporation;
a description in reasonable detail of any relationship
(including any direct or indirect interest in any agreement,
arrangement or understanding, whether written or oral and
whether formal or informal) between such stockholder or any
Stockholder Associated Person and the Corporation or any
director, officer, affiliate or associate of the Corporation
(naming such officer, director affiliate, or associate),
including, but not limited to, a description in reasonable
detail of any discussions between such stockholder or any
Stockholder Associated Person and any officer, director
affiliate, or associate of the Corporation (naming such
officer, director affiliate, or associate) with respect to
(1) the proposal of any business or the proposal of any
nominees sought to be brought before an annual meeting by a
stockholder, (2) any changes sought to be made to the
composition of the Board or the Corporations strategic
direction, or (3) any plans or proposals for the Corporation
to be potentially pursued by the stockholder or any
Stockholder Associated Person if any proposed business was
approved, or any proposed nominees were elected, at the
annual meeting;

a description in reasonable detail of any direct or indirect
interest of such stockholder or any Stockholder Associated
Person in any current or proposed contract or agreement or
existing, pending or proposed transaction with the
Corporation, or any affiliate or associate of the Corporation
(naming such affiliate or associate);
any other information relating to such stockholder or any
Stockholder Associated Person required to be disclosed in a
proxy statement or other filing if such a filing was to be
made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors
in an election contest (even if a contested solicitation is
not involved) to, and in accordance with, Section 14(a) of
the Exchange Act and the rules and regulations of the SEC
promulgated thereunder;
a representation that the stockholder is a holder of record
of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
propose such business or nomination (unless such meeting is
held by means of remote communication and, in such case, a
representation that the stockholder shall appear at the
meeting by means of remote communication);
a certification that the stockholder and all Stockholder
Associated Persons have complied with all applicable federal,
state and other legal requirements, including, but not
limited to, Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, in connection with
the stockholders and each Stockholder Associated Persons
acquisition and record and/or beneficial ownership of shares
of capital stock or other securities of the Corporation; and
whether either the stockholder intends to deliver a proxy
statement and form of proxy to holders of, in the case of a
proposal, at least the percentage of the Corporations voting
shares required under the Certificate of Incorporation, the
Bylaws and applicable law to carry the proposal or, in the
case of a nomination or nominations, a sufficient number of
holders of the Corporations voting shares reasonably believed
by such stockholder to be sufficient to elect such nominee(s)
or otherwise to solicit proxies or votes from stockholders in
support of such proposal or nomination.

o Specify, as to each item of business that the stockholder
giving the Proposal Notice proposes to bring before the
annual meeting, the information required to be provided about
such proposed business, including, but not limited to the
following:
a description of the business desired to be brought before
the meeting, the reasons for conducting such business at the
meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the
event that such business includes a proposal to amend the
Bylaws of the Corporation, the language of the proposed
amendment); and
any interest in such business of such stockholder or any
Stockholder Associated Person, individually or in the
aggregate, including any anticipated benefit to the
stockholder or any Stockholder Associated Person therefrom
and the names and addresses of other stockholders known by
the stockholder proposing such business to support such
proposal, and the class and number of shares of the
Corporations capital stock beneficially owned by such other
stockholders/
o Require the proposing stockholder to, from time to time,
update and supplement the information provided by such
stockholder in its Proposal Notice such that the information
contained in the Proposal Notice is true, correct and
complete in all respects;
o Include a provision that allows the Corporation, the Board or
any duly authorized committee thereof to request the
proposing stockholder to provide written verification of the
accuracy of the information contained in the Proposal Notice;
o Require a stockholder to specifically identify in the
Proposal Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;
o Specify that a stockholder must set forth in writing directly
within the body of the Proposal Notice (as opposed to being
incorporated by reference from any other document or writing
not included with, and made a part of, the Proposal Notice)
all the information required to be included in the Proposal
Notice to the Bylaws;
o Provide that the advance notice requirements for a Proposal
Notice are not intended to require a broker, dealer,
commercial bank, trust company or other nominee to include
any information relating to their ordinary course business
activities when they are directed to prepare and submit a
Proposal Notice on behalf of an unaffiliated beneficial owner
of the Corporations shares;
o Specify that a stockholder submitting the Proposal Notice, by
its delivery to the Corporation, represents and warrants that
all information contained therein is true, accurate and
complete in all respects, contains no false and misleading
statements or statements that violate the Exchange Act or
other applicable law and such stockholder acknowledges that
it intends for the Corporation and the Board to rely on such
information as (i) being true, accurate and complete in all
respects, without regard to what other information may be
publicly available but not contained in the Proposal Notice,
and (ii) not containing any false and misleading statements
or any statements that violate the Exchange Act or other
applicable law;

o Require that, notwithstanding any notice of the annual
meeting sent to stockholders on behalf of the Corporation, a
stockholder must separately provide a Proposal Notice in
accordance with the Bylaws to conduct business at any
stockholder meeting and further clarifying that, if the
stockholders proposed business is the same or relates to
business brought by the Corporation and included in the
Corporations annual meeting notice, the stockholder is
nevertheless still required to comply with the advance notice
of business provisions of the Bylaws and give its own
separate and timely Proposal Notice to the Secretary of the
Corporation which complies in all respects with the
applicable requirements of the Bylaws;
o Provide that, in addition to the requirements contained in
the Bylaws, a proposing stockholder must also comply with all
applicable requirements of the Exchange Act and Delaware law
with respect to any business that may be sought to be brought
before an annual meeting of stockholders and any
solicitations of proxies in connection therewith;
o Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement thereof
commence a new time period for the giving of a Proposal
Notice;
o Provide that the Bylaws advance notice provisions shall be
the exclusive means for any stockholder of the Corporation to
propose business to be brought before an annual meeting of
stockholders; and
o Provide that the Bylaws advance notice provisions shall not
be deemed to affect the rights of stockholders to submit
proposals to, and in compliance with, Rule 14a-8 of the
Exchange Act.
Specify certain procedural matters relating to the
requirements for any director nominations to be brought
before a stockholders meeting, including, but not limited to,
the prerequisites for a stockholder to bring a proposed
director nomination before a stockholders meeting;
Add provisions related to the advance notice of proposed
director nominations, including, but not limited to,
provisions to:
o Specify that, to be timely, a stockholders notice of
nomination, shall be made in writing and delivered to, or
mailed and received by, the Secretary of the Corporation at
the principal office of the Corporation (i) not earlier than
the close of business on the one hundred and twentieth
(120th) calendar day and not later than the close of business
on the ninetieth (90th) calendar day prior to the Anniversary
Date, or (ii) in the case of a special meeting of
stockholders called in accordance with the Bylaws for the
purpose of electing directors, or in the event that the
annual meeting of stockholders is called for a date that is
more than thirty (30) calendar days before or more than sixty
(60) calendar days after the Anniversary Date, or if the
Corporation did not hold an annual meeting in the preceding
fiscal year, notice by the stockholder to be timely must be
so delivered, or mailed and received, not later than the
later of (i) the close of business on the ninetieth (90th)
calendar day prior to such meeting or (ii) the close of
business on the tenth (10th) calendar day following the day
on which public disclosure of the date of such meeting was
first made;

o Specify the information required to be provided by a
proposing stockholder in its advance notice of proposed
nominations of candidates for election to the Board (the
Nominating Notice) which includes, as to each
proposing stockholder, substantially the same information
about such proposing stockholder or Stockholder Associated
Person that is required to be included in a Proposal Notice,
as more fully discussed above, except that any reference to
business or proposal therein will be deemed
to refer to the nomination of a director or
directors by a stockholder which is proposed in a Nominating
Notice;
o Specify the information required to be provided in the
Nominating Notice about each person being proposed as a
nominee for election to the Board, including, but not limited
to, the following:
all information relating to a proposed nominee that would be
required to be disclosed in a proxy statement or other filing
if such a filing was to be made in connection with a
solicitation of proxies for the election of a proposed
nominee in an election contest (even if a contested
solicitation is not involved), or is otherwise required, in
each case to and in accordance with Regulation 14A under the
Exchange Act and the rules and regulations of the SEC
promulgated thereunder (including such persons written
consent to being named in the proxy statement as a nominee
and to serving as a director of the Corporation if elected);
a description in reasonable detail of all direct and indirect
compensation, reimbursement, indemnification or other benefit
(whether monetary or non-monetary) arrangements, agreements
or understandings, written or oral, during the past three
years, and any other material relationship, if any, between
or concerning such stockholder, any Stockholder Associated
Person (as defined below) or any of their respective
affiliates or associates, on the one hand, and the proposed
nominee or any of his or her affiliates or associates, on the
other hand;

a description in reasonable detail of any and all agreements,
arrangements and/or understandings (whether written or oral
and whether formal or informal), between a proposed nominee
and any person or entity (naming each such person or entity)
with respect to any direct or indirect compensation,
reimbursement, indemnification or other benefit (whether
monetary or non-monetary) in connection with or related to a
proposed nominees service on the Board if elected as a member
of the Board;
all information that would be required to be disclosed to
Items 403 and 404 under Regulation S-K if the stockholder
providing the notice or any Stockholder Associated Person
were the registrant for purposes of such rule and the
proposed nominee were a director or executive officer of such
registrant;
all information with respect to a proposed nominee that would
be required to be set forth in a stockholders Nominating
Notice if a proposed nominee was the proposing stockholder or
a Stockholder Associated Person;
to the extent that a proposed nominee has entered into (a)
any agreement, arrangement or understanding (whether written
or oral and whether formal or informal) with, or has given
any commitment or assurance to, any person or entity as to
the positions that a proposed nominee, if elected as a
director of the Corporation, would take in support of or in
opposition to any issue or question that may be presented to
him or her for consideration in his or her capacity as a
director of the Corporation, (b) any agreement, arrangement
or understanding (whether written or oral and whether formal
or informal) with, or has given any commitment or assurance
to, to any person or entity as to how a proposed nominee, if
elected as a director of the Corporation, would act or vote
with respect to any issue or question presented to him or her
for consideration in his or her capacity as a director of the
Corporation, (c) any agreement, arrangement or understanding
(whether written or oral, formal or informal) with any person
or entity that could potentially limit or interfere with the
proposed nominees ability to comply, if elected as a director
of the Corporation, with his or her fiduciary duties, as a
director of the Corporation, to the Corporation or its
stockholders, or (d) any agreement, arrangement or
understanding (whether written or oral and whether formal or
informal) with any person or entity that could be reasonably
interpreted as having been or being intended to require a
proposed nominee to consider the interests of a person or
entity (other than the Corporation and its stockholders) in
complying with his or her fiduciary duties, as a director of
the Corporation, to the Corporation or its stockholders, a
description in reasonable detail of each such agreement,
arrangement or understanding (whether written or oral and
whether formal or informal) or commitment or assurance
(whether written or oral and whether formal or informal);

to the extent that a proposed nominee has been determined by
any governmental authority or self-regulatory organization to
have violated any federal or state securities or commodities
laws, including but not limited to, the Securities Act of
1933, as amended, the Exchange Act or the Commodity Exchange
Act, a description in reasonable detail of such violation and
all legal proceedings relating thereto;
to the extent that a proposed nominee has been convicted of
any past criminal offenses involving dishonesty or a breach
of trust or duty, a description in reasonable detail of such
offense and all legal proceedings relating thereto;
to the extent that a proposed nominee has ever been suspended
or barred by any governmental authority or self-regulatory
organization from engaging in any profession or participating
in any industry, or has otherwise been subject to a
disciplinary action by a governmental authority or
self-regulatory organization that provides oversight over the
proposed nominees current or past profession or an industry
that the proposed nominee has participated in, a description
in reasonable detail of such action and the reasons therefor;
and
a proposed nominees executed written undertaking agreeing to
comply, if elected as a director of the Corporation, with all
corporate governance, conflicts of interest, code of conduct
and ethics, confidentiality and stock ownership and trading
policies and guidelines of the Corporation, as the same shall
be amended from time to time by the Board and further
agreeing not to become, a party to any agreement, arrangement
or understanding with any person or entity other than the
Corporation in connection with service or action as a member
of the Board that has not been disclosed to the Corporation
o Require the proposing stockholder to, from time to time,
update and supplement the information provided by such
stockholder in its Nominating Notice such that the
information contained in the Nominating Notice is true,
correct and complete in all respects.
o Include a provision that allows the Corporation, the Board or
any duly authorized committee thereof to request the
proposing stockholder to provide written verification of the
accuracy of the information contained in the Nominating
Notice;
o Require a stockholder to specifically identify in the
Nominating Notice by way of an express reference how the
information being provided is intended to comply with a
specific advance notice requirement of the Bylaws;

o Specify that a proposing stockholder must set forth in
writing directly within the body of the Nominating Notice (as
opposed to being incorporated by reference from any other
document or writing not included with, and made a part of,
the Nominating Notice) all the information required to be
included in the Nominating Notice to the Bylaws;
o Provide that the advance notice requirements for a Nominating
Notice are not intended to require a broker, dealer,
commercial bank, trust company or other nominee to include
any information relating to their ordinary course business
activities when they are directed to prepare and submit a
Nominating Notice on behalf of an unaffiliated beneficial
owner of the Corporations shares;
o Specify that a proposing stockholder submitting the
Nominating Notice, by its delivery to the Corporation,
represents and warrants that all information contained
therein is true, accurate and complete in all respects,
contains no false and misleading statements or statements
that violate the Exchange Act or other applicable law and
such proposing stockholder acknowledges that it intends for
the Corporation and the Board to rely on such information as
(i) being true, accurate and complete in all respects,
without regard to what other information may be publicly
available but not contained in the Nominating Notice, and
(ii) not containing any false and misleading statements or
any statements that violate the Exchange Act or other
applicable law;
o Provide that, notwithstanding any notice of stockholders
meeting sent to stockholders on behalf of the Corporation, a
proposing stockholder must separately comply with the advance
notice of nominations provisions of the Bylaws to propose
director nominations at any stockholders meeting and would
still be required to give its own separate and timely
Nominating Notice to the Secretary of the Corporation which
complies in all respects with the applicable requirements of
the Bylaws;
o Provide that in the event that the number of directors to be
elected to the Board of the Corporation is increased and
there is no public disclosure naming all of the proposed
nominees for director or specifying the size of the increased
Board made by the Corporation at least one hundred (100)
calendar days prior to the first anniversary of the
immediately preceding years annual meeting, a Nominating
Notice required by the Bylaws shall also be considered
timely, but only with respect to proposed nominees for any
new positions created by such increase, and only with respect
to a stockholder who had, prior to such increase in the size
of the Board, previously submitted a Nominating Notice that
complied with the Bylaws prior to the deadline for submitting
director nominations, if such Nominating Notice is delivered
to, or mailed and received by, the Secretary of the
Corporation at the principal office of the Corporation not
later than the close of business on the tenth (10th) calendar
day following the day on which such public disclosure is
first made by the Corporation;

o Provide that, in addition to the requirements contained in
the Bylaws, a proposing stockholder must also comply with all
applicable requirements of the Exchange Act and Delaware law
with respect to any nominations of directors for election at
an annual meeting of stockholders and any solicitations of
proxies in connection therewith;
o Provide that in no event shall any adjournment or
postponement of an annual meeting or the announcement thereof
commence a new time period for the giving of a Nominating
Notice; and
o Provide that the Bylaws advance notice of nomination
provisions shall be the exclusive means for any stockholder
of the Corporation to propose nominees for election to the
Board to be brought before an annual meeting of stockholders.
Provide maximum flexibility and discretion to the chairman of
the meeting to set rules for the conduct of any stockholders
meeting.
Provide more detailed procedural provisions with respect to
stockholders meetings, including, but not limited to, the
organization and conduct of the meeting, meeting protocol,
the retention of inspectors of election for such meetings,
proxies for such meetings, the appointment of a presiding
officer for such meetings, and the appointment of a secretary
for such meetings.
Provide that for business to be properly brought before a
special meeting of stockholders, it must be (i) specified in
the Corporations notice of meeting (or any supplement
thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (ii) if not specified in
the notice of meeting (or any supplement thereto) provided by
or at the direction of the Board (or any duly authorized
committee thereof), otherwise properly brought before the
special meeting by or at the direction of the Board (or any
duly authorized committee of the Board) or the Chairman of
the Board (if any), or (iii) with respect to the election of
directors, provided that the Board has called a special
meeting of stockholders for the purpose of electing one or
more directors to the Board, by any stockholder of the
Corporation who complies in all respects with the
requirements of the advance notice provisions of the Bylaws.
Provide procedures for actions taken by written consent
including procedures for stockholders to request that the
Board set a record date for determining stockholders entitled
to take action by written consent.
Require that any stockholder proposed bylaw amendments must
be specifically identified in a notice of stockholder
meetings provided in the notice of the stockholders meeting
along with the text of any such proposed amendment and/or any
resolution calling for any such amendment.

Add provisions relating to electronic transmissions and
communications, including permitting the participation by
directors and stockholders in meetings by means of remote
communications.
Provide for the ability of the Board to postpone or cancel
any previously scheduled annual or special meeting of the
stockholders by resolution of the Board upon public notice
given prior to the time previously scheduled for such meeting
of stockholders.
Revise the section of the Bylaws regarding the
indemnification that the Corporation provides to its
directors, officers and other agents to clarify the type of
proceedings that are indemnified, the expenses that are
reimbursable, the persons who are indemnifiable, the capacity
that the person needs to be acting in to be indemnified, and
the process that needs to be followed in determining whether
indemnification is proper in a particular circumstance. In
addition, the rights granted to indemnified persons to be
advanced expenses incurred in defending a proceeding in
advance of its final disposition have also been clarified to
provide a specific time period by which the advancement needs
to be made and to provide that advancement cannot be
conditioned on the ability to repay, must be unsecured and
must be interest-free and cannot be otherwise conditioned
unless applicable Delaware law provides otherwise. Additional
provisions have been added to avoid duplicate payments to
indemnified persons, provide that the Corporation shall be
subrogated to all rights of recovery of any person entitled
to indemnification and provide that the conduct of one
indemnified person will not be imputed to another.

The foregoing description of various amendments included in the
Bylaws does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Bylaws adopted
by the Board on March 23, 2017, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 3.1 and incorporated
by reference in this Item 5.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Title
3.1 Amended and Restated Bylaws of SITO Mobile, Ltd., as adopted
on March 23, 2017


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.

SITO MOBILE, LTD. (NASDAQ:SITO) Recent Trading Information

SITO MOBILE, LTD. (NASDAQ:SITO) closed its last trading session up +0.12 at 2.35 with 43,325 shares trading hands.