Affirm Holdings, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/22/2022   Download
SEC Document
SEC Filing
On September 16, 2022, the Board of Directors (the “Board”) of Affirm Holdings, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective September 16, 2022. The Amended Bylaws incorporate certain amendments to address changes to the Delaware General Corporation Law (“DGCL”), including:
aligning provisions relating to electronic delivery of notices of stockholder meetings and communications regarding adjourned stockholder meetings with the DGCL;
adopting a modified process for making stockholder lists available to stockholders in connection with stockholder meetings, as permitted by the DGCL; and
establishing a modified quorum requirement for Board meetings held during certain emergency conditions, as permitted by the DGCL.
The Amended Bylaws also incorporate certain other amendments, including:
limiting the number of director nominees a stockholder may nominate for election at an annual meeting of stockholders to the number of directors to be elected at that annual meeting;
changing certain provisions relating to stockholder nominees for election as a director in order to align with the universal proxy rules adopted by the Securities and Exchange Commission;
identifying with greater specificity the information about each stockholder nominee for election as a director that must be provided to the Secretary of the Company in connection with such nomination;
clarifying that any stockholder submitting a stockholder proposal under Rule 14a-8 of the the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must appear and present that proposal at the stockholder meeting where the proposal will be considered;
clarifying the conditions under which directors and officers of the Company are entitled to indemnification relating to certain legal proceedings;
clarifying which officers of the Company are entitled to such indemnification; and
expanding the provisions relating to the exclusive forum for certain legal actions to provide that actions brought to enforce any liability or duty created by the Exchange Act must be brought in a federal court located in the State of Delaware.