SolarWinds Corporation
Extract: Charter Amendment (Plain English Desc) from a 8-K on 07/26/2021   Download
SEC Document
SEC Filing
As previously disclosed, on May 25, 2021 and May 28, 2021, respectively, the Board of Directors (the “Board”) of SolarWinds Corporation (the “Company”) and the holders of the majority in voting power of all the then-outstanding shares of common stock of the Company (“Common Stock”), acting by written consent, approved and authorized the Board to (i) effect a reverse stock split (the “Reverse Stock Split”) with a ratio between 2:1 to 4:1, with the final ratio to be determined by the Board, in its sole discretion, and (ii) file an amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the Reverse Stock Split (the “Amendment”).

Pursuant to such authority granted by the Company’s stockholders, on July 26, 2021, the Board approved a final ratio of two-for-one (2:1) for the Reverse Stock Split (the “Final Ratio”) and an effective time of 5:00 p.m. Eastern Time on July 30, 2021 (the “Effective Time”). Pursuant to the Board of Director’s approval, the Amendment reflecting the Final Ratio and the Effective Time was filed with the Secretary of State of the State of Delaware on July 26, 2021 and will become effective at the Effective Time.

At the Effective Time, every two shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without change in the par value per share. No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) held by a holder immediately prior to the Reverse Stock Split shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of a fractional share. Any fractional share resulting from such aggregation of Common Stock upon the Reverse Stock Split will be rounded up and converted to the nearest whole share of Common Stock.