) of AMAG Pharmaceuticals,Inc. (
) adopted amended and restated by-laws (the
) that will go into effect immediately. The A&R By-laws
amend Section1.9 to change the voting standard for the election of directors from a plurality of the votes cast to a majority of the votes cast in uncontested elections (the
Majority Vote Standard
). A majority of the votes cast means that the number of votes cast for a director must exceed the number of votes cast against that director. In contested elections, the voting standard will continue to be a plurality of votes cast. In connection with the Majority Vote Standard, the Company also amended its Corporate Governance Guidelines (the
) to provide for, among other things, a director resignation policy requiring that each director tender his or her resignation if he or she fails to receive the required number of votes for re-election, as discussed in further detail under Item 8.01 below. Therefore, the A&R By-laws amend Section 1.2 to provide that a stockholder nomination for a director election must include a statement that the nominee will tender an irrevocable resignation, effective upon his or her failure to receive the required vote and upon acceptance of such resignation by the Board, in accordance with the Guidelines.
The A&R By-laws also include a new Section6.9 entitled Exclusive Jurisdiction of Delaware Courts. Pursuant to Section115 of the Delaware General Corporation Law, Section6.9 designates the Court of Chancery of the State of Delaware as the sole and exclusive...