UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On December 12, 2022, the Company amended and restated its bylaws in their entirety. The resulting Second Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Changes in the Second Amended and Restated Bylaws include, but are not limited to, clarifying the Board’s authority to postpone, reschedule, or cancel shareholder meetings, clarifying the powers of the Board and chair of shareholder meetings to regulate conduct at such meetings, adding a written questionnaire requirement for stockholder nominations, and adding a requirement that proposed shareholder nominees make themselves available for interviews by the Board upon request. The Second Amended and Restated Bylaws also update provisions relating to adjournment procedures and lists of shareholders entitled to vote at shareholder meetings to reflect recent amendments to the Delaware General Corporation Law and address new universal proxy rules by giving the Company additional flexibility, including by adding a requirement that the Company must disregard proxies for any dissident nominees if the dissident does not timely file its proxy statement and solicit two-thirds of the Company’s shareholders in accordance with universal proxy rules. In addition, the Second Amended and Restated Bylaws make minor conforming changes and updates, including changes in furtherance of gender-neutral terms.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Bylaws | |
| 104 | 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.
| Dated: December 15, 2022 | PURPLE INNOVATION, INC. | |
| By: | /s/ Bennett Nussbaum | |
| Bennett Nussbaum | ||
| Interim Chief Financial Officer | ||
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