Blackbaud Inc.
12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:04
Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2025, the Company's board of directors (the "Board") adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. The Amended and Restated Bylaws, among other things:
•Align the Company's bylaws with developments in Delaware law and current practice;
•Enhance procedures with respect to stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at meetings of stockholders or by written consent;
•In some cases, limit, and, in other cases, specify additional types of information that a proposing or nominating stockholder or a stockholder's proposed director nominees must provide to the Company; and
•Implement non-substantive, technical, clarifying and conforming changes.
The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
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