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 and effective March 23, 2021, the Board of Directors of Invitae Corporation (the “Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”) to implement a proxy access provision and include certain clarifying changes. The proxy access provision of Sections 3.14 and 3.15 of the Amended Bylaws provide that eligible stockholders, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s annual meeting proxy materials a limited number of director nominees constituting up to the greater of (i) two directors or (ii) 20% of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in the Amended Bylaws.
The foregoing summary of the Amended Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Amended and Restated Bylaws. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| INVITAE CORPORATION | ||||||||
| Date: March 23, 2021 | By: | /s/ Thomas R. Brida |
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| Name: | Thomas R. Brida | |||||||
| Title: | General Counsel | |||||||