Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 30K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 118K
9: R1 Cover Page HTML 48K
11: XML IDEA XML File -- Filing Summary XML 12K
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10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
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(Address of principal executive offices) (Zip Code)
(i650)
i837-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock $.001 Par Value per Share
iEXEL
iThe
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth companyi☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 3.03. Material Modification to Rights of Security Holders.
On and effective as of February 25, 2021, the Board of Directors (the “Board”) of Exelixis, Inc. (“Exelixis”) approved and adopted Amended and Restated Bylaws of Exelixis (the “Revised Bylaws”) for the purposes of: (a) amending and restating Article XV thereof to provide that, unless Exelixis consents in writing to the selection of an alternative forum, the federal district courts of the United States
shall be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), to the fullest extent permitted by law (the “Federal Forum Provision”); and (b) and making certain technical revisions to the existing forum selection bylaw included in Article XV thereof. The Board believes that the Federal Forum Provision will reduce the risk that Exelixis could be involved in duplicative litigation in both state and federal courts, as well as the risk that the outcome of cases in multiple forums could be inconsistent, even though each forum purports to follow federal law. In addition, the Federal Forum Provision is structured to give the Board the flexibility to consent to an alternative forum when deemed appropriate.
The
foregoing summary and description of the Federal Forum Provision does not purport to be complete and is qualified in its entirety by reference to the full text of Article XV, as set forth in the Revised Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Formatted as Inline XBRL and contained in Exhibit 101.
SIGNATURES
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.
