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 November 17, 2022, the Board of Directors of Twist Bioscience Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”). The Bylaws, as amended and restated (the “Restated Bylaws”), were effective immediately and include, among other things, the following changes:
| · | adding a proxy access provision, inserted as new Section 2.13 of Article II of the Restated Bylaws, to allow a stockholder or a group of up to 20 stockholders owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy statement for an annual meeting director nominees constituting up to the greater of two individuals or 20% of the number of directors in office, provided that the stockholders satisfy the requirements specified in the Restated Bylaws; |
| · | eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders to conform to recent amendments to the Delaware General Corporation Law; and |
| · | addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including requiring a stockholder providing notice of a nomination pursuant to the advance notice bylaws to inform the Company if it will solicit proxies from holders representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of such nominee or nominees, other than the Company’s nominees; providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rules requirements; and requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence that the requirements under the Universal Proxy Rules have been satisfied. |
The Restated Bylaws also contain certain technical, conforming and non-substantive changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
| 3.1 | Amended and Restated Bylaws of Twist Bioscience Corporation (as amended and restated on November 17, 2022). | |
| 104 | Cover Page Interactive Data File (formatted as 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.
| Date: November 18, 2022 | Twist Bioscience Corporation |
| /s/ William E. Solis | |
| William
E. Solis Associate General Counsel, Corporate and Assistant Secretary |