UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On February 4, 2021, the Board of Directors of United Therapeutics Corporation (the “Company”) amended Article VIII of the Company’s Bylaws to add a new federal forum selection provision and to update the Company’s existing forum selection bylaw to track the provisions of Section 115 of the Delaware General Corporation Law (the “DGCL”). The amendment became effective immediately. The provision designates (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) the sole and exclusive forum for any complaint asserting any internal corporate claims; and (b) the United States federal district courts as the sole and exclusive forum for claims asserted under the Securities Act of 1933, in each case, unless the Company selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, and subject to applicable jurisdictional requirements. “Internal corporate claims” are defined as claims, including claims in the right of the Company, that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery.
The foregoing summary is qualified by reference to the full text of the Company’s Ninth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.
Item 9.01. Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
3.1 | Ninth Amended and Restated Bylaws of United Therapeutics Corporation | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
UNITED THERAPEUTICS CORPORATION | ||
Dated: February 5, 2021 | By: | /s/ Paul A. Mahon |
Name: | Paul A. Mahon | |
Title: | General Counsel |