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PACIFIC ETHANOL, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

July 25, 2014

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



On July 23, 2014, the Board of Directors of Pacific Ethanol, Inc. (the "Company") adopted amended and restated bylaws of the Company, which became effective immediately. The amendments to the bylaws include: (i) the elimination of references to California law; (ii) providing that special meetings of stockholders may be called by the board of directors only and not by the stockholders; (iii) providing for the ability of the chairperson of any meeting of the stockholders to adjourn the meeting whether or not a quorum is present; (iv) providing for the manner in which meetings of stockholders will be conducted; (v) enhanced provisions relating to advance notice of stockholder nominations and proposals; and (vi) the addition of a provision requiring that the Court of Chancery for the State of Delaware shall be the sole forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the amended and restated bylaws included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 3.1 Amended and Restated Bylaws of Pacific Ethanol, Inc. dated July 23, 2014 2


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Source: Edgar Glimpses


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