On November 5, 2024, LegalZoom’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of LegalZoom’s bylaws (as so amended and restated, the “Bylaws”), which became effective immediately upon approval. The Bylaws reflect, among other things, the following principal changes:
Advance Notice – Universal Proxy. The amendments address the universal proxy rules adopted by the Securities and Exchange Commission by requiring that any stockholder soliciting proxies in support of a nominee other than the Board’s nominees must comply with Rule 14a -19 under the Exchange Act. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board.
Advance Notice – Informational and Disclosure Requirements. The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors to provide certain additional information regarding the stockholder and the stockholder’s relationship with LegalZoom. Additionally, the Bylaws require any candidate for the Board nominated by a stockholder to provide certain additional representations, including representations regarding any voting agreements and any compensation agreements relating to their service as director of LegalZoom.
Advance Notice – Other. The amendments prohibit stockholders from submitting more nominees than the number of directors up for election at the applicable meeting. The amendments also modify the window for stockholders to submit proposals or nominations for an annual meeting such that in the event the annual meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date, notice must be received not earlier than 120 days prior to the annual meeting or not later than the later of 90 days prior to such annual meeting or the 10th day following public announcement of such annual meeting.
Other Updates. The amendments to the Bylaws also include revisions to address recent amendments to the Delaware General Corporation Law and other technical, conforming and clarifying changes.
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