Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 28, 2020, the Board of Directors (the "Board") of Acacia Research
Corporation (the "Company") adopted a Certificate of Amendment (the "Bylaw
Amendment") of the Second Amended and Restated Bylaws of the Company (the
"Bylaws") to provide that (i) unless the Company consents in writing to the
selection of an alternative forum, the federal district courts of the United
States shall be the sole and exclusive forum for the resolution of any claims
under the Securities Act of 1933, as amended, and (ii) consistent with the
Company's Amended and Restated Certificate of Incorporation, the Bylaws may be
amended or repealed either by approval of 66 2/3% of the outstanding shares of
the Company entitled to vote on such action or by the approval of the Board, for
those amendments to the Bylaws for which Board approval alone is sufficient
under the General Corporation Law of Delaware .
The foregoing description of the Bylaw Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Bylaw
Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
3.1 Certificate of Amendment of the Second Amended and Restated Bylaws
of Acacia Research Corporation
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