|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
At the Annual Meeting, the Company's stockholders voted to approve amendments to the Company's Twelfth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to:
•eliminate 50,000,000 authorized shares of the Company's Class B common stock, none of which were outstanding;
•eliminate the 10,000,000 authorized shares of the Company's preferred stock, none of which were outstanding;
•eliminate supermajority voting provisions;
•implement a quorum requirement for meetings of the Board;
•permit stockholders holding at least 40% of the voting power of all of the then-outstanding common stock of the Company to call special meetings of stockholders of the Company;
•eliminate the prohibition against stockholders acting by written consent;
•limit liability of officers as permitted by law;
•provide for certain board designation rights and make certain other conforming changes consistent with the Investor Rights Agreement (as defined in the Proxy Statement);
•revise certain corporate opportunity provisions, including limiting the definition of "Exempt Person"; and
•eliminate the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with certain corporate opportunity provisions.
On July 15, 2026, the Company filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company (the "Amended and Restated Certificate") with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the Amended and Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Restated Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
|
|
|
|
|
|
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting on July 14, 2026, a total of 31,146,094 shares of Class A Common Stock were present in person or represented by proxy, representing 31,146,094 votes or approximately 93% of the combined voting power of the Company's outstanding Class A Common Stock as of the May 20, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.