UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Emerging growth company
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 12, 2022, the board of directors of Seagen Inc., a Delaware corporation (the “Company”), adopted, effective immediately, amended and restated bylaws of the Company (as amended, the “Amended and Restated Bylaws”). Among other changes, the Amended and Restated Bylaws:
| • | update provisions regarding the conduct of business at meetings of stockholders to provide additional flexibility in the conduct of such meetings; and |
| • | unless the Company consents in writing to the selection of an alternative forum, designate, to the fullest extent permitted by law, (A) certain Delaware courts as the forum for (i) any derivative claim brought on behalf of the Company, (ii) any claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company, (iii) any claim arising out of or relating to the General Corporation Law of Delaware (“DGCL”) (including any claims for which DGCL confers jurisdiction to such courts) and claims governed by the internal affairs doctrine and (iv) any claim arising out of or related to the Company’s organizational documents (including claims seeking to interpret, apply, enforce or determine the validity of such documents); and (B) the federal district courts as the forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. |
The Amended and Restated Bylaws also include updates for current provisions of the DGCL and include certain other clarifying, administrative, conforming, ministerial and related revisions related to, among other things, director nominations, notice provisions, naming of proxies, electronic board consents and delivery of communications to the Company.
The foregoing summary does not purport to be a complete description of the changes made to the Amended and Restated Bylaws and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Seagen Inc. | |
| 104 | Cover page interactive data file (formatted as 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.
| SEAGEN INC. | ||
| By: | /s/ Jean I. Liu | |
| Jean I. Liu | ||
| Chief Legal Officer | ||
Date: April 15, 2022