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
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
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 ofSeattle Genetics, Inc. 104 Cover page interactive data file (formatted as Inline XBRL)
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