Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 39K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 145K
6: R1 Cover HTML 47K
9: XML IDEA XML File -- Filing Summary XML 11K
7: XML XBRL Instance -- pen-20220801_htm XML 22K
8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
4: EX-101.LAB XBRL Labels -- pen-20220801_lab XML 70K
5: EX-101.PRE XBRL Presentations -- pen-20220801_pre XML 34K
3: EX-101.SCH XBRL Schema -- pen-20220801 XSD 10K
10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
11: ZIP XBRL Zipped Folder -- 0001321732-22-000079-xbrl Zip 45K
(Address of principal executive offices, including zip code)
(i510)
i748-3200
(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 obligations of the registrant under any of the following provisions:
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
Name of each exchange on which registered
iCommon Stock, Par value $0.001 per share
iPEN
iThe
New York Stock Exchange
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 company i☐
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.☐
On August 1, 2022, the Board of Directors (the “Board”) of Penumbra, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective as of such date, to add the Proxy Access Bylaw
(as defined below).
The Amended Bylaws permit eligible stockholders to nominate candidates for election to the Board and to include such nominees in the Company's proxy statement for any annual meeting of stockholders in accordance with procedures providing for proxy access (the “Proxy Access Bylaw”). The Proxy Access Bylaw may be used by an eligible stockholder, or group of up to 20 eligible stockholders, who has continuously owned at least 3% of the outstanding shares of the
Company’s common stock, measured as of the most recent date for which such amount is disclosed in a filing by the Company with the Securities and Exchange Commission prior to the submission of the proxy access notice (the "Minimum Number"), for at least the three-year period preceding and including the date of submission of the proxy access notice, and who continues to hold the Minimum Number through the date of the applicable meeting of stockholders, provided that the eligible stockholder(s) and the director nominee(s) satisfy the requirements specified in the Proxy Access Bylaw. The Proxy Access Bylaw further provides that an eligible stockholder, or a group of eligible stockholders, may nominate
up to the greater of (i) 25% of the total number of directors of the Company as of the last day on which a proxy access notice may be submitted, rounded down to the nearest whole number, or (ii) two directors, subject to reduction in the event a director has been elected to the Board through proxy access at one of the three immediately preceding annual meetings of the Company’s stockholders and whose reelection at such annual meeting is being recommended by the Board. The Amended Bylaws also contain conforming and clarifying changes related to the notice requirements for director nominations by stockholders at meetings of stockholders.
The
Proxy Access Bylaw will first become available in connection with the Company’s 2023 annual meeting of stockholders.
The foregoing description does not constitute a complete summary of the Amended Bylaws and is qualified by reference in its entirety to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Second Amended and Restated Bylaws of Penumbra, Inc.
104
Cover
Page Interactive Data File (formatted as Inline Extensible Business Reporting Language).
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.
