vTv Therapeutics Inc. has announced the adoption of its Third Amended and Restated By-Laws, effective October 1, 2026. The filing indicates that the Board of Directors approved these changes to update the company's governance procedures and align them with current Delaware law.
The updated bylaws introduce several specific procedural changes. For director nominations, the company has added a requirement that a stockholder seeking to nominate a director must deliver reasonable evidence of compliance with Rule 14a-19 of the Securities Exchange Act no later than five business days before the meeting.
Voting standards have also been revised. In all matters other than director elections, the affirmative vote of the majority of voting power of shares cast affirmatively or negatively will constitute the act of the stockholders.
Additionally, the Amended By-Laws designate the federal district courts of the United States as the exclusive forum for resolving complaints asserting causes of action arising under the Securities Act of 1933, unless the company consents in writing to an alternative forum.
The filing notes that the bylaws include ministerial changes, clarifications, and conforming revisions. The full text of the Third Amended and Restated By-Laws is attached as Exhibit 3.1 to the report.
