Twilio Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 02/09/2024   Download
SEC Document
SEC Filing

On February 8, 2024, the Board of Directors of Twilio Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption. The amendments to the Amended and Restated Bylaws were adopted to enhance corporate governance and facilitate stockholder input in director elections and in light of recent developments in Delaware law.

Among other things, the amendments to the Amended and Restated Bylaws:



update the disclosure requirements for stockholders submitting director nominations and proposing other business, including (i) revising the “Acting in Concert” definition such that a person will be deemed to be “Acting in Concert” with another person only if such person has an agreement, arrangement or understanding with such other person regarding the nomination or business proposed at a meeting, (ii) removing “any other person or entity” from the list of parties with whom agreements, arrangements and understandings in connection with the proposal of business must be disclosed, (iii) removing disclosure requirements regarding “Responsible Persons” and certain other interests or relationships that reasonably could have influenced the decision to bring a nomination or propose business, and (iv) adding a definition of “principal competitor” pertaining to required disclosures relating to interests in competitors; and



revise certain stockholder meeting mechanics regarding adjournment and preparation of stockholder lists based on recent amendments to the Delaware General Corporation Law.

The Amended and Restated Bylaws also include other clarifications and technical and conforming revisions.