This excerpt taken from the VPHM 8-K filed Nov 14, 2008.
(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 (see General Instruction A.2. below):
On November 7, 2008, the Board of Directors of ViroPharma Incorporated (the Company) adopted Amended and Restated By-Laws, effective as of November 7, 2008.
The Amended and Restated By-Laws, among other things:
Under the new advance notice provisions of Section 1.11 and 2.9, any stockholder proposal or director nomination submitted in connection with the Companys 2009 annual meeting of stockholders must be received no earlier than January 23, 2009 and no later than February 22, 2009.
The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated By-Laws filed as Exhibit 3.1 hereto, which is hereby incorporated into this report by reference.
On November 7, 2008, the Board of Directors of Company created a standing Nominating and Corporate Governance Committee of the Board. The two members of the Committee are: Michael R. Dougherty and Howard H. Pien, each of whom is an independent director as defined under the Nasdaq listing standards and will serve on the Committee until the next annual meeting of the stockholders of the Company. The Charter of the Nominating and Corporate Governance Committee is posted on the Companys website at: www.viropharma.com (under the Investor RelationsCorporate Governance tab).