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 2, 2022, the Board of Directors (the “Board”) of TransMedics Group, Inc. (the “Company”) approved the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date. Among other matters, the Amended Bylaws update certain procedural requirements related to director nominations by shareholders in light of the recently adopted “universal proxy” rules of the U.S. Securities and Exchange Commission (the “SEC”) and reflect certain other administrative changes due to the adoption of the “universal proxy” rules.
With respect to shareholder nominees to the Company’s Board, the Amended Bylaws provide, among other things, that (i) shareholders must comply with the SEC’s newly adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) shareholders must include in an advance notice of such nomination a representation as to whether the stockholder intends to deliver a proxy statement and form of proxy to holders of the Company’s voting shares in accordance with Rule 14a-19 under the Exchange Act, (iii) shareholders must provide prompt notice to the Company if such shareholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act after providing notice of a such shareholder’s intent to solicit proxies pursuant to Rule 14a-19 under the Exchange Act, and (iv) shareholders are not entitled to submit a successor, substitute or replacement nominee after the nomination deadline.
The foregoing summary description of the Amended By-Laws is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Bylaws of TransMedics Group, Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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 thereunto duly authorized.
| TransMedics Group, Inc. | ||
| /s/ Stephen Gordon | ||
| Name: | Stephen Gordon | |
| Title: | Chief Financial Officer, Treasurer and Secretary | |
Date: November 4, 2022