This excerpt taken from the UTEK DEF 14A filed Jun 4, 2009.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board has unanimously approved, subject to stockholder approval, an amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, that will result in the declassification of the Board effective as of the 2011 Annual Meeting of Stockholders. The Board is now seeking stockholder approval of this amendment. If this proposal is approved, promptly after the Annual Meeting, the Company will file a Certificate of Amendment setting forth the amendment with the Secretary of State of the State of Delaware. The amendment will be effective immediately upon acceptance of filing by the Secretary of State of the State of Delaware.
To accomplish the declassification of the Board, the Board proposes that Article VI of the current Amended and Restated Certificate of Incorporation, as amended, be amended and restated to read in its entirety as follows: