Stitch Fix, Inc.
Extract: Update, Planned Defense Change from a 8-K on 03/20/2020   Download
SEC Document
SEC Filing
As previously reported, on December 19, 2018, the Delaware Chancery Court issued an opinion in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, invalidating Article VI, Section E of the Company’s certificate of incorporation limiting to federal court the forum in which a stockholder could bring a claim under the Securities Act. The Chancery Court held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law.

The Company and the other defendants in the above case appealed the lower court’s decision to the Supreme Court of the State of Delaware. On March 18, 2020, the Supreme Court of the State of Delaware issued an opinion in Salzberg v. Sciabacucchi, No. 346, 2019, reversing the decision of the Chancery Court and holding the federal forum selection provision in the Company’s certificate of incorporation to be facially valid.