Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 28, 2020


(Exact name of registrant as specified in its charter)



Delaware 001-37721 95-4405754
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


4 Park Plaza, Suite 550

Irvine, California

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code:          (949) 480-8300


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 (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   ACTG   The NASDAQ Stock Market, LLC


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 in Fiscal Year.


On July 28, 2020, the Board of Directors (the “Board”) of Acacia Research Corporation (the “Company”) adopted a Certificate of Amendment (the “Bylaw Amendment”) of the Second Amended and Restated Bylaws of the Company (the “Bylaws”) to provide that (i) unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended, and (ii) consistent with the Company’s Amended and Restated Certificate of Incorporation, the Bylaws may be amended or repealed either by approval of 66 2/3% of the outstanding shares of the Company entitled to vote on such action or by the approval of the Board, for those amendments to the Bylaws for which Board approval alone is sufficient under the General Corporation Law of Delaware .


The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits


Exhibit No.   Description of Exhibit
3.1   Certificate of Amendment of the Second Amended and Restated Bylaws of Acacia Research Corporation










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.


Date: August 3, 2020 /s/ Clifford Press  
  Chief Executive Officer