Halozyme (NASDAQ: HALO) board revises bylaws on director removal, meetings
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Halozyme Therapeutics, Inc. has amended its Bylaws following approval by the Board of Directors on April 22, 2026. Directors may now be removed at any time, with or without cause, by holders of a majority of shares entitled to vote in director elections.
The amendment also clarifies that stockholder actions that would otherwise be taken at an annual or special meeting may not be taken without a meeting, aligning the Bylaws with Article FIFTH of the Company’s Certificate of Incorporation. The full amended Bylaws are provided as Exhibit 3.1.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Terms
Bylaws, Certificate of Incorporation, with or without cause, annual or special meeting of stockholders, +1 more
5 terms
Bylaws regulatory
"the Board amended the Company’s Bylaws to revise"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
Certificate of Incorporation regulatory
"consistent with Article FIFTH of the Certificate of Incorporation"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
with or without cause financial
"directors may be removed from office at any time, with or without cause"
annual or special meeting of stockholders regulatory
"any action required to be taken at any annual or special meeting of stockholders"
Exhibit 3.1 regulatory
"full text of the Company’s Bylaws, as amended, attached hereto as Exhibit 3.1"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | ||||||||
(Exact name of registrant as specified in its charter)
________________________
Commission File Number 001-32335
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
(858 ) 794-8889
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
On April 22, 2026, the Board of Directors (the “Board”) of Halozyme Therapeutics, Inc. (the “Company”) amended the Company’s Bylaws to revise (i) Section 2.5 to provide that directors may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of the directors and (ii) Section 1.12 to clarify that any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may not be taken without a meeting, consistent with Article FIFTH of the Certificate of Incorporation.
The foregoing description of the amendment of the Company’s Bylaws is qualified in its entirety by reference to the full text of the Company’s Bylaws, as amended, attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
3.1 | The Company's Bylaws, as amended | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Halozyme Therapeutics, Inc. (Registrant) | |||||||||||||||||
Dated: | April 24, 2026 | By: | /s/ Mark Snyder | ||||||||||||||
| Mark Snyder | |||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||||||
FAQ
What governance change did Halozyme (HALO) make to director removal rules?
Halozyme amended its Bylaws so directors may be removed from office at any time, with or without cause, by holders of a majority of shares entitled to vote in director elections. This clarifies who has authority to remove directors and the voting threshold required.
How did Halozyme (HALO) change stockholder action procedures in its Bylaws?
Halozyme updated Bylaw Section 1.12 to clarify that any action required or permitted at an annual or special stockholder meeting may not be taken without a meeting. This confirms that stockholder actions must occur through formal meetings, consistent with the Certificate of Incorporation.
When did the Halozyme (HALO) board approve the recent Bylaw amendments?
Halozyme’s Board of Directors approved the Bylaw amendments on April 22, 2026. The changes relate to director removal standards and the requirement that stockholder actions be taken at properly called annual or special meetings rather than by action without a meeting.
Where can investors see the full text of Halozyme’s amended Bylaws?
Investors can review the complete text of Halozyme’s Bylaws, as amended, in Exhibit 3.1 to the current report. The company’s description of the changes is explicitly qualified by reference to this exhibit, which is incorporated by reference into the disclosure.
Does the Halozyme (HALO) filing change the company’s fiscal year?
No, the filing does not change Halozyme’s fiscal year. It specifically addresses amendments to the Company’s Bylaws regarding director removal and the requirement that stockholder actions occur at meetings, and it lists the amended Bylaws as an exhibit for reference.