| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 15, 2020, the Board of Directors of BioMarin Pharmaceutical Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date, in order to clarify that the Company may hold meetings of stockholders by means of remote communication and describe related procedures, update provisions regarding the manner of giving notice of meetings as a result of changes in Delaware law, clarify the type of business that may be transacted at special meetings, update the Company’s Delaware forum selection provision and implement a federal forum selection provision.
The Company’s Delaware forum selection provision was updated to provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), and any appellate court therefrom shall, be the sole and exclusive forum for the listed claims or causes of action under Delaware statutory or common law, which list has been revised to add (i) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws of the Company (as each may be amended from time to time, including any right, obligation, or remedy thereunder) and (ii) any claim or cause of action as to which the General Corporation Law of the State of Delaware confers jurisdiction to the Court of Chancery of the State of Delaware. The Delaware forum selection further provides that such forum selection is to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants, and clarifies that it shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
The federal forum selection provision provides that unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The Bylaws provide that any person or entity holding, owning or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the above-described exclusive forum provisions.
The foregoing summary of the Bylaws is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit
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| 3.1 | | Amended and Restated Bylaws. |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
