Corporate Governance - Whitehawk Therapeutics, Inc. has amended and restated its bylaws on multiple occasions, with the latest amendment on March 18, 2025[1]. - The company’s registered office will be fixed in its certificate of incorporation, which may be amended from time to time[6]. - Stockholder meetings can be held remotely as authorized by Delaware General Corporation Law, allowing flexibility in meeting arrangements[9]. - The annual meeting of stockholders is to be held each year, with the Board of Directors having the authority to cancel or reschedule meetings[10]. - Special meetings of stockholders can be called by the Board of Directors or certain executives, but not by other persons[11]. - Stockholders must provide timely notice for nominations or proposals at annual meetings, with specific deadlines outlined[15]. - A stockholder's notice must include detailed information about proposed director nominees, including their shareholdings and any compensatory arrangements[17]. - The company requires stockholders to provide a detailed notice for any business they wish to bring before the annual meeting, including a brief description and reasons for the proposal[18]. - Stockholders must disclose their material interests and any agreements related to the proposal, including beneficial ownership and affiliations[19]. - A stockholder's notice must include the number of shares held and any agreements that may affect voting rights or dividends[19]. - The company mandates that stockholders update their notices to ensure accuracy as of the record date and within specified timeframes[21]. - Nominations for directors must be submitted within a specific timeframe, no earlier than 120 days and no later than 10 days after the public announcement of the special meeting[23]. - Proposed nominees must provide a signed questionnaire and representations regarding their eligibility and compliance with company policies[24]. - The chairperson of the meeting has the authority to determine if nominations or business proposals were made in accordance with the bylaws[28]. - If a stockholder or their representative does not appear at the meeting, the nomination or business proposal will be disregarded[29]. - Compliance with the 1934 Act is required for all nominations and proposals made by stockholders[31]. - The company reserves the right to request additional information from stockholders to determine the propriety of proposed business items[18]. - The notice requirements for stockholder proposals are satisfied if the proposal complies with Rule 14a-8 and is included in the company's proxy statement[32]. - Stockholders must receive notice of meetings at least 10 days and no more than 60 days before the meeting date[33]. - A quorum for stockholder meetings requires a majority of the voting power of the capital stock issued and outstanding[34]. - If a quorum is not present, the meeting can be adjourned without further notice until a quorum is achieved[35]. - The chairperson of the meeting has the authority to determine the order of business and adjourn the meeting if necessary[37]. - Each stockholder is entitled to one vote per share of capital stock held[39]. - Actions by stockholders must occur at a duly called meeting and cannot be taken by written consent[41]. - The Board of Directors may fix a record date for determining stockholders entitled to notice and vote, which cannot be more than 60 days before the meeting[42]. - The company must prepare a complete list of stockholders entitled to vote at least 10 days before each meeting[48]. - Inspectors of election must be appointed to ensure the validity of votes and proxies at stockholder meetings[49]. Board of Directors - The Board of Directors may hold regular meetings without notice at times and places determined by the Board[63]. - Special meetings can be called by the chairperson, CEO, president, or a majority of the Board, with notice required at least 24 hours in advance[64][66]. - A majority of the Whole Board constitutes a quorum for business transactions[67]. - Actions can be taken without a meeting if all directors consent in writing or electronically[70]. - The Board has the authority to fix the compensation of directors[71]. - Directors may be removed by stockholders as specified in the certificate of incorporation[72]. - Committees may be designated by the Board to exercise powers in managing the business[74]. - Each committee must keep regular minutes of its meetings[75]. - The Board of Directors appoints the officers of the Company, including a president and a secretary[81][82]. Financial Matters - The Company may issue shares as partly paid, with the total consideration stated on the stock certificates[93]. - The Board of Directors has the authority to declare and pay dividends on the Company's capital stock, which may be in cash, property, or shares[97]. - Transfers of stock must be made on the Company's books by the holders, either in person or through an authorized attorney, and require the surrender of certificates if applicable[98]. - The Company can enter into agreements with stockholders to restrict the transfer of shares in compliance with the DGCL[99]. - The Company recognizes the exclusive rights of registered stockholders to receive dividends and vote, and is not bound to recognize claims from other parties[100]. Indemnification and Insurance - The Company may indemnify directors and officers to the fullest extent permitted by the DGCL for expenses incurred in legal proceedings, provided they acted in good faith[108]. - Indemnification is also available for directors and officers in actions brought by or in the right of the Company, subject to certain conditions[110]. - The Company may advance expenses incurred by officers or directors in defending proceedings, contingent upon a written request and an undertaking to repay if not entitled to indemnification[113]. - The Company has the power to purchase insurance for its directors, officers, and employees against liabilities incurred in their capacities[119]. - Rights to indemnification and advancement of expenses continue for individuals who have ceased to be directors or officers, benefiting their heirs[120]. - Amendments to the bylaws or certificate of incorporation cannot eliminate or impair rights to indemnification for acts occurring prior to such changes[121]. Miscellaneous Provisions - The Company has established a corporate seal that may be altered by the Board of Directors[127]. - The fiscal year of the Company will be determined by a resolution from the Board of Directors[126]. - The Board of Directors has the authority to authorize any officer or employee to enter into contracts on behalf of the Company[125]. - The Company will require a 66 2/3% affirmative vote from stockholders to amend certain bylaws[133]. - The Court of Chancery of the State of Delaware will be the exclusive forum for specific legal actions involving the Company[129]. - The federal district courts of the United States will handle complaints arising under the Securities Act of 1933 related to the Company's securities[130]. - References to "Company" include any constituent company involved in a merger or consolidation[123]. - The Company may adopt and use a corporate seal in various manners[127]. - The definitions and provisions in the DGCL will govern the construction of the Company's bylaws[128]. - The Board of Directors has the power to amend or repeal bylaws, but certain amendments require stockholder approval[133].
Aerpio Pharmaceuticals(AADI) - 2024 Q4 - Annual Results