| Item 3.03 | Material Modifications to Rights of Security Holders. |
The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 8, 2024, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc. (the “Company”) approved amended and restated Bylaws (the “Amended and Restated Bylaws”) to the Company’s Bylaws, as amended, of the Company, effective immediately. The Amended and Restated Bylaws incorporate prior Amendment No. 1 and amend certain of the provisions of Article 2, Sections 10 and 14. The amendments set forth in the Amended and Restated Bylaws (1) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; (2) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and (3) update various provisions of the Amended and Restated Bylaws to make certain technical and clarifying changes that address Rule 14a-19.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to the Amended and Restated Bylaws, copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Annual Meeting of Stockholders of the Company for fiscal year 2024 has been scheduled for March 12, 2024 (the “Annual Meeting”). The record date for stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof is January 17, 2024.
Because the Company’s Annual Meeting to be held during fiscal year 2024 has been changed by more than 30 calendar days from the date of the previous year’s meeting, pursuant to Rule 14a-8 (“Rule 14a-8”) under the Exchange Act, the Company is setting a deadline for receipt of Rule 14a-8 stockholder proposals that is a reasonable time before the Company expects to begin to print and send its proxy materials. Accordingly, the Company has set a new deadline for receipt at the Company’s principal executive offices of qualified stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the Annual Meeting to be not later than January 19, 2024. Stockholder proposals must comply with the Company’s Amended and Restated Bylaws and the SEC’s rules regarding the inclusion of stockholder proposals in proxy materials.
Additionally, stockholders who wish to submit a proposal or director nomination for consideration at the Annual Meeting, other than pursuant to Rule 14a-8, must comply with the procedures set forth in the Amended and Restated Bylaws, including delivering proper notice in writing to the Company’s Secretary at its principal executive offices not later than January 19, 2024.
In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than January 19, 2024, which is 60 calendar days prior to the Annual Meeting.
All stockholder proposals must be received by the Company at its principal executive offices located at 17760 Newhope Street, Fountain Valley, CA 92708 addressed to the Secretary of the Company and must comply with applicable Delaware law, the rules and regulations promulgated by the SEC and the procedures set forth in the Company’s Amended and Restated Bylaws.
