UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 5, 2023, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of December 5, 2023.
The amendments effected by the Amended and Restated Bylaws allow the Company to postpone, reschedule or cancel any annual meeting of its stockholders before or after notice of such meeting has been sent to the stockholders.
The amendments further enhance the requirements and mechanics in connection with director nominations and business proposals by stockholders. The amendments require, among other things, the required attendance at the meeting of stockholders of a stockholder who is proposing such business proposal or nominations at such stockholder meeting and that the number of directors a stockholder may nominate for election not exceed the number of directors to be elected at such stockholder meeting.
The amendments also address, pursuant to and in accordance with Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), proxy solicitation and disclosure of information. The amendments require any stockholder providing advance notice of director nominations to comply with Rule 14a-19 of the Exchange Act, including applicable notice and solicitation requirements. The Company shall disregard such nominations if the stockholder fails to timely provide reasonable evidence of its compliance with Rule 14a-19 of the Exchange Act. In addition, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.
The amendments also clarify under what circumstances a duly executed proxy for a meeting of stockholders shall be deemed irrevocable and eliminate the requirement that the Company make a stockholder list available during a meeting of stockholders, consistent with recent amendments to the General Corporation Law of the State of Delaware, and make various other conforming, technical and non-substantive changes.
The foregoing description of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibits No. |
Description | |
| 3.1 | Amended and Restated Bylaws of Corcept Therapeutics Incorporated, effective as of December 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORCEPT THERAPEUTICS INCORPORATED | ||||||
| Date: December 11, 2023 | By: | /s/ Atabak Mokari | ||||
| Name: | Atabak Mokari | |||||
| Title: | Chief Financial Officer | |||||