UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 15, 2023, the Board of Directors of Ultragenyx Pharmaceutical Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Seconded Amended and Restated Bylaws”), effective as of such date, in order to, among other things: (i) reflect recent amendments to, and align certain provisions with, the Delaware General Corporation Law; (ii) update and revise the procedures to be followed and information to be provided by stockholders giving notice of director nominations or certain other business proposed to be introduced at annual or special meetings of stockholders, including to address the U.S. Securities and Exchange Commission’s recently adopted “universal proxy card” rules; (iii) reserve the white proxy card for the Company’s exclusive use; (iv) clarify the Company’s ability to disregard any director nomination or other business proposed by a stockholder if such stockholder does not comply with the requirements under the Second Amended and Restated Bylaws and any applicable law or regulation; and (v) make administrative, ministerial, clarifying and conforming changes.
The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
3.1 |
Second Amended and Restated Bylaws of Ultragenyx Pharmaceutical Inc. |
104 |
The cover page from the Company’s Current Report on Form 8-K dated December 15, 2023 formatted in Inline XBRL. |
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.
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Ultragenyx Pharmaceutical Inc. |
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Date: |
December 21, 2023 |
By: |
/s/ Howard Horn |
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/s/ Howard Horn |