Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 15, 2020, the Board of Directors (the "Board") of Seattle Genetics, Inc., a Delaware corporation (the "Company"), adopted, effective immediately, amended and restated bylaws of the Company (as amended, the "Amended and Restated Bylaws") solely to implement a majority voting standard in uncontested director elections, instead of plurality voting.

Pursuant to the Amended and Restated Bylaws, in uncontested elections, a director must be elected by a majority of the votes cast with respect to the election of such director (meaning the number of shares voted "for" such nominee's election must exceed the number of votes cast "against" his or her election) at any meeting for the election of directors at which a quorum is present. However, in the event of a contested election of directors, directors shall be elected by the highest number of votes, or a plurality of votes, cast.

The Company's Corporate Governance Guidelines (the "Guidelines") provide for a procedure whereby a director who fails to receive more "for" votes than "against" votes in an uncontested election will submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee, and the Nominating and Corporate Governance Committee will consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. In this regard, conforming amendments were made to the Guidelines to reflect the change to a majority voting standard in uncontested director elections.

The foregoing summary is not complete 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 are incorporated herein by reference

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.        Description

   3.1          Amended and Restated Bylaws of Seattle Genetics, Inc.

   104        Cover page interactive data file (formatted as Inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses