UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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This current report on Form 8-K is filed by Pure Cycle Corporation (Registrant), a Colorado corporation, in connection with the matters described herein
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 2, 2023, the Board of Directors of the Registrant (Board) adopted and approved an amendment and restatement of the Bylaws of the Registrant (Amended and Restated Bylaws), effective immediately. The amendments take into account changes in Colorado law and provide procedures to address Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Rule 14a-19). Among other things, the amendments: (i) update terms regarding remote shareholder and Board meetings; (ii) update indemnification matters based on statutory changes providing for mandatory, instead of discretionary, indemnification of, and advancement of expenses to, directors and officers whose conduct meets certain requirements, (iii) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the shareholders, including, among other things, by adding requirements that a shareholder seeking to nominate director(s) at a meeting of shareholders (x) provide the statement required by Rule 14a-19, in its notice of nominations and (y) deliver to the Registrant reasonable evidence that it has complied with the requirements of Rule 14a-19; and (iv) make certain other administrative, modernizing, clarifying, and conforming changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. |
| Description |
3.1 | Amended and Restated Bylaws of Pure Cycle Corporation, effective as of May 2, 2023 | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 5, 2023
| PURE CYCLE CORPORATION | ||
By: | /s/ Kevin B. McNeill | ||
Kevin B. McNeill | |||
Vice President and Chief Financial Officer | |||