UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 17, 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:
| • | address matters relating to Rule 14a-19 under the Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including providing the Company a remedy if a stockholder fails to satisfy certain requirements under the Universal Proxy Rules and requiring stockholders who intend to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of certain requirements under the Universal Proxy Rules at least five business days before the applicable meeting; and |
| • | modify the provisions relating to lists of stockholders entitled to vote at stockholder meetings to align with recent amendments to the Delaware General Corporation Law. |
The Amended and Restated Bylaws also include certain other clarifying, administrative, conforming, ministerial and related revisions related to questionnaires for director nominees, holding board meetings via remote communication and certain changes in furtherance of gender neutrality.
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: November 18, 2022