Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MERIT MEDICAL SYSTEMS, INC.
May 23, 2008
In accordance with Section 16-10a-1006 of the Utah Revised Business Corporation Act (the “Act”), MERIT MEDICAL SYSTEMS, INC., a Utah corporation (the “Corporation”), hereby declares and certifies as follows:
1. The name of the Corporation is MERIT MEDICAL SYSTEMS, INC.
2. The first full paragraph of Article IV of the Articles of Incorporation of the Corporation, as amended to date, shall be amended and replaced in its entirety as follows (the “Amendment”):
The total number of shares of capital stock which the corporation shall have the authority to issue is one hundred five million (105,000,000), of which five million (5,000,000) shall be shares of preferred stock, no par value (hereinafter called “Preferred Stock”), and one hundred million (100,000,000) shall be shares of common stock, no par value (hereinafter called “Common Stock”).
3. The Amendment does not provide for an exchange, reclassification, or cancellation of issued shares.
4. The Amendment was adopted as of May 21, 2008 in accordance with the provisions of the Act.
5. The designation, number of outstanding shares, number of votes entitled to be cast, number of shares indisputably representing at the meeting at which the Amendment was considered, and the total number of votes cast for, and against, the Amendment by the sole voting group entitled to vote on the Amendment were as follows:
Designation, Number of Outstanding
Shares and Number of Votes
Entitled to be Cast by Sole Voting Group
Entitled to Vote on the Amendment | | Number of Votes
Indisputably
Represented at the
Meeting | | Number of Votes
Cast For the
Amendment | | Number of Votes Cast
Against the
Amendment or
Abstaining From
Voting | |
27,573,325 shares of Common Stock | | 25,503,480 | | 22,275,605 | | 3,227,875 | |
The number of votes cast for the Amendment was sufficient for approval.
IN WITNESS WHEREOF, these Articles of Amendment have been executed by the Corporation as of the date first written above.
| MERIT MEDICAL SYSTEMS, INC., |
| a Utah corporation |
| | |
| By: | /s/ Rashelle Perry |
| Its: | Chief Legal Officer |
