OTHER INFORMATION
−Removed: Eighth Amendment to Credit Agreement dated August 11, 2022 between Wells Fargo Bank, N.A.
−Removed: and OSI Systems, Inc.
+Added: On January 25, 2023, our Board of Directors approved and adopted an amendment and restatement of our bylaws (as so amended, the “Amended and Restated Bylaws”), which became immediately effective.
+Added: Among other things, the amendments contained in the Amended and Restated Bylaws:
+Added: ● Address the universal proxy rules adopted by the U.S.
+Added: Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a nominee other than the Board of Director’s nominee unless such person has complied with Rule 14a-19 under the Securities and Exchange Act of 1934, as amended, and provide that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors;
+Added: ● With respect to advance notice disclosure requirements for business or nominations brought before a meeting, require a stockholder proposing business or nominating directors to provide additional information about the stockholder, any other beneficial holder or “participant” (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in the solicitation, and any candidate the stockholder proposes to nominate for election as director;
+Added: ● With respect to advance notice disclosure requirements for business brought before an annual meeting, require a stockholder proposing business to provide additional information and representations about the proposed business, and any related agreements between such stockholder and any other beneficial holder or participant in the solicitation;
+Added: ● Require any candidate for the Board of Directors, whether nominated by the Board of Directors or a stockholder, to provide certain background information and representations;
+Added: ● Require that the information provided in a stockholder’s notice or materials be updated or provided, as the case may be, so that such notice shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) days prior to the meeting;
+Added: ● With respect to stockholder demands to call a special meeting of stockholders and stockholder actions by written consent in lieu of a meeting, require a stockholder requesting to fix such a record date to provide additional information about the stockholder, the purpose or purposes of the special meeting and the business proposed to be conducted at the special meeting, the action or actions proposed to be taken by written consent, and any candidate the stockholder proposes to nominate for election as director, each as the case may be;
+Added: ● Provide that (i) the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the exclusive forum for actions, suits or proceedings brought against the Company, and (ii) the federal district courts shall be the exclusive forum for the resolution of any complaint or cause of action arising under the Securities Act of 1933, as amended;
+Added: ● Enable us to initiate an action against a stockholder to enforce the exclusive forum requirements should the stockholder sue, or threaten to sue, in another jurisdiction;
+Added: ● Include certain other ministerial, clarifying, modernizing and conforming changes.
+Added: The Amended and Restated Bylaws are filed herewith as Exhibit 3.1.
+Added: The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is incorporated herein by reference.
+Added: Amended and Restated Bylaws of OSI Systems, Inc.
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
−Removed: (1) Previously filed with our Annual Report on Form 10-K filed on August 19, 2022.
−Removed: 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, in the City of Hawthorne, State of California on the 28 th day of October 2022.
+Added: 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, in the City of Hawthorne, State of California on the 27 th day of January 2023.
OSI SYSTEMS, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.