UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
Effective September 10, 2021, the board of directors of ResMed Inc. (“ResMed”) approved and adopted an amendment to the existing bylaws of ResMed, and restated the bylaws.
Threshold for calling special meetings
The board amended the bylaws to provide that a special meeting of stockholders may be called at the written request of holders of at least twenty percent (20%) of the outstanding shares of ResMed entitled to vote. Previously the bylaws had required holders of a majority of the outstanding shares to call a special meeting.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) Exhibits |
| Exhibit |
Description | |
| 3.1 | Seventh Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution September 10, 2021) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| RESMED INC. | ||||||
| Date: September 13, 2021 | By: | /s/ David Pendarvis | ||||
| Name: | David Pendarvis | |||||
| Title: | Secretary | |||||