Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 25, 2022, the Board of Directors of Celldex Therapeutics, Inc. (the
"Company") approved an amendment (the "Amendment") to the Amended and Restated
By-Laws of the Company (the "By-Laws") to implement proxy access. Article III,
Section 13 has been added to the By-Laws to permit a stockholder, or a group of
stockholders, owning at least 3% of the Company's outstanding common stock
continuously for at least three (3) years to nominate and include in the
Company's proxy materials director nominees constituting up to the greater of
two (2) individuals or 20% of the Board of Directors, provided that the
stockholders and the nominees satisfy the requirements specified in the By-Laws,
as amended by the Amendment. Proxy access will first be available to
stockholders in connection with the Company's 2023 annual meeting.
The foregoing summary of the Amendment set forth under this Item 5.03 does not
purport to be complete and is qualified in its entirety by reference to the
complete text of the Amendment, which is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amendment No. 1 to the Amended and Restated By-Laws of Celldex
Therapeutics, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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CELLDEX THERAPEUTICS, INC. 
