There are no family relationships between Mr. Musil and any director or officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
Catalyst Biosciences, Inc. 2018 Omnibus Incentive Plan, as amended
At the Annual Meeting of Stockholders of the Company held online via live audio webcast on June 11, 2020 (the “Annual Meeting”), the stockholders of the Company approved the Company’s 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”). The 2018 Plan had previously been approved by the Board subject to stockholder approval, to increase the number of shares of common stock reserved for issuance under the 2018 Plan by 1,300,000 shares, to a total of 2,800,000 shares including shares originally included in the 2018 Plan when it was first adopted. The 2018 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The foregoing description of the 2018 Plan is only a summary and a more detailed summary of the material features of the 2018 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 1, 2020 (the “Proxy Statement”). The description is qualified in its entirety by reference to the full text of the 2018 Plan, which is attached as Appendix A to the Proxy Statement, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 11, 2020, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to amend Article IX, Section 7 (Exclusive Forum) to state that unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Court of Chancery”) of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrong doing by, any current or former director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Charter or these Bylaws (as either may be amended from time to time); (iv) any action to interpret, apply, enforce or determine the validity of the Charter or these Bylaws (as either may be amended from time to time), or (v) any action asserting a claim against the Company governed by the internal affairs doctrine The amendment also provides that unless the Company consents in writing to the selection of an alternative forum, 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 forum selection provision set forth in the Amended and Restated Bylaws will not apply to claims for which the federal courts have exclusive jurisdiction.
The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
