TACTILE SYSTEMS TECHNOLOGY INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year (form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
On
("the "Company") amended and restated the Company's Amended and Restated Bylaws
(as so amended and restated, the "Bylaws"), primarily to implement certain
procedural mechanisms related to stockholder nominations of directors under
Rule 14a-19 ("Rule 14a-19") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These amendments took immediate effect. The
amendments implement the following changes to the Bylaws, among other things:
? require a stockholder soliciting proxies in support of nominations of persons,
other than the Company's nominees, for election to the Company's Board of
Directors to certify their compliance with Rule 14a-19 and, upon request of the
Company, to deliver reasonable evidence of such compliance to the Company no
later than five business days prior to the date of the applicable meeting of
stockholders;
? provide that, unless otherwise required by law, if a stockholder provides
notice under Rule 14a-19 and subsequently: (i) notifies the Company that such
stockholder no longer intends to solicit proxies in support of director
nominees other than the Company's director nominees in accordance with
Rule 14a-19; (ii) fails to comply with the requirements of Rule 14a-19; or
(iii) fails to provide reasonable evidence sufficient to satisfy the Company
that the requirements of Rule 14a-19 have been met, then the stockholder's
nominations shall be deemed null and void and the Company shall disregard any
proxies or votes solicited for any nominee proposed by such stockholder;
? establish additional rules governing the conduct of meetings of stockholders;
? conform provisions related to the list of stockholders to recent changes in the
Delaware General Corporation Law;
? reserve white proxy cards for use by the Company's Board of Directors only; and
? incorporate other technical, clarifying and conforming changes.
The foregoing description of the amendments to the Bylaws is qualified in its
entirety by reference to the text of the Bylaws, a copy of which is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
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