UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
On July 24, 2023, the Board of Directors (the “Board”) of Biomerica Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws,” and as so amended and restated, the “Amended and Restated Bylaws”), effective July 24, 2023.
The Amended and Restated Bylaws were adopted as part of a modernization of the Bylaws and are intended to conform the Bylaws to the voting standards set forth in the Delaware General Corporation Law (the “DGCL”) and limit the effect of broker non-votes at a stockholder meeting.
The Amended and Restated Bylaws amend the voting standard required for all matters presented to Company stockholders (other than the election of directors, as otherwise required under the DGCL or as otherwise required by the Company’s certificate of incorporation or Amended and Restated Bylaws) from a majority of the Company stockholders present in person or by proxy and entitled to vote at a stockholder meeting, to a majority of the Company stockholders present in person or by proxy at a stockholder meeting and entitled to vote on the subject matter of the proposal. Other minor changes were made to the Bylaws, all of which are reflected in the attached copy of the Amended and Restated Bylaws, with changes marked against the Bylaws.
In amending the voting standards set forth in the Amendment and Restated Bylaws, the Board took into consideration, among other things, the Company’s current stockholder composition. In particular, a large portion of the Company’s stockholders are retail stockholders that hold their shares in “street name” through brokerage accounts. When shares are held in “street name” the stockholders are considered “beneficial owners.” Under applicable stock exchange rules, brokers are permitted to vote on behalf of beneficial owners on “routine” matters; however, brokers do not have the discretion to vote on behalf of beneficial owners on “non-routine” matters, unless they receive instructions on how to vote the shares from the beneficial owner. If a broker does not receive voting instructions from a beneficial owner on a “non-routine” matter, those shares will result in broker non-votes. Broker non-votes are considered present and entitled to vote at a stockholder meeting if there is at least one “routine” matter to be voted on. As a result, if the voting standard for a matter is a majority of the Company stockholders present in person or by proxy and entitled to vote at a stockholder meeting, the proposal may receive more shares voting in favor of a proposal than shares voting against a proposal (or abstaining) and still not pass because broker non-votes will have the same effect as a vote against the proposal. By changing the voting standard to a majority of the Company stockholders present in person or by proxy at the stockholder meeting and entitled to vote on the subject matter (rather than at the meeting), broker non-votes will have no effect on the voting result for the proposal. The Board believes this change to the voting standard will ensure the voting preferences of the Company’s stockholders will be better respected.
The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Dated: July 24, 2023 |
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BIOMERICA, INC. |
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By: |
/s/ Zackary S. Irani |
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Name: |
Zackary S. Irani |
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Title: |
Chief Executive Officer |
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