Summary
Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K on November 12, 2004, to report an amendment to its By-Laws. The Board of Directors adopted changes to Article I, Section 5 of the By-Laws concerning shareholder meeting quorum requirements. This amendment was made to align the company's By-Laws with Section 608(a) of the New York Business Corporation Law (NYBCL). Specifically, the amendment clarifies that a quorum for shareholder meetings will be constituted by the holders of a majority of the votes of shares issued and outstanding and entitled to vote. Previously, the By-Laws stated that a majority of shares issued and outstanding and entitled to vote constituted a quorum, with exceptions for legal or By-Law requirements. This change ensures compliance with state law and standard corporate governance practices, impacting how shareholder meetings can be validly conducted.
Key Highlights
- 1Amendment to Regeneron's By-Laws adopted by the Board of Directors on November 11, 2004.
- 2The amendment pertains to Article I, Section 5, which defines quorum requirements for shareholder meetings.
- 3The By-Laws were updated to comply with Section 608(a) of the New York Business Corporation Law (NYBCL).
- 4The new By-Law provision states that a quorum requires holders of a majority of the votes of outstanding shares entitled to vote.
- 5This amendment clarifies and standardizes the quorum definition for shareholder meetings.
- 6The report includes Exhibit 3.1, the amended text of Article I, Section 5 of the By-Laws.