| BioTime Inc. (BTX) filed a Form 8K - Changes to Articles of Incorporation or Bylaws; Change in Fiscal Year - with the U.S Securities and Exchange Commission on September 07, 2017. On September 7, 2017, the Board of Directors of BioTime, Inc. (the "Company") adopted the Amended and Restated Bylaws ("A&R Bylaws") attached as Item 9.01, Exhibit 3.1 to this filing. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, determined to review and update the previous version of the Company's Bylaws, which had been updated last in July 1992. In adopting the A&R Bylaws, changes eliminated some redundancies and ensure compliance with current applicable law. In addition, the Board made other changes that it believes to be in the best interests of the shareholders of the Company that bring the Company's bylaws in line with current standards and common practice for public companies of similar size or that implement additional shareholder friendly governance practices. The amended or additional provisions are intended to: (a) clarify both annual and special shareholder meetings with respect to how meetings may be conducted (e.g., by expressly permitting the conduct of meetings that include electronic transmission and video participation with the consent of the shareholders); (b) set forth the procedures pursuant to which a shareholder may propose actions to the Company and its shareholders at the Company's annual meetings and nominate a person for election to the Company's Board at the Company's annual or special meetings (e.g., notice periods for submission of proposed actions or nominees to the Company and the information that must be submitted in such notice to be considered timely and on a proper form); (c) amend certain provisions with respect to the election, governance and procedures of the Board (e.g., to allow for the election of directors at a special meeting of shareholders held for the purpose of electing directors, to specifically permit compensation of non-employee directors consistent with the Company's current and historical practices and to specify the procedures governing meetings and actions of committees of the Board consistent with current practices and applicable statutes); (d) update certain provisions relating to officers of the Company (e.g., authorizing additional officers to be consistent with the Company's current management structure including a Chief Executive Officer, a Chief Financial Officer and Vice Presidents); (e) set forth certain share ownership thresholds required in order for a shareholder to request to inspect and copy shareholder records or request certain financial statements of the Company; and (f) update and clarify certain general corporate provisions (e.g., permit the Company to issue shares in book entry form, set forth provisions for dealing with lost share certificates and authorizing certain officers of the Company to vote shares of other corporations on behalf of the Company). The foregoing description of the A&R Bylaws is qualified in its entirety by reference to the A&R Bylaws, a copy of which is attached as Exhibit 3.1 hereto and are incorporated herein by reference. The full text of this SEC filing can be retrieved at: sec.gov Any exhibits and associated documents for this SEC filing can be retrieved at: sec.gov Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares. |
