8-KCorporate ChangesExhibits & Filings

Affirm Holdings, Inc. 8-K Report, Bylaw Amendment (Sep 22, 2022)

Filed September 22, 2022For Securities:AFRM

Summary

Affirm Holdings, Inc. (AFRM) has filed an 8-K report detailing amendments to its corporate bylaws, effective September 16, 2022. These changes are primarily designed to align the company's governance documents with recent updates to the Delaware General Corporation Law (DGCL) and Securities and Exchange Commission (SEC) rules, including those related to universal proxy. While these amendments are largely technical and procedural, they aim to modernize and clarify the company's internal operating rules and its interactions with stockholders, particularly concerning stockholder meetings, director nominations, and the presentation of proposals. Investors should note the modifications to the quorum requirement during emergencies and the exclusive forum provision for certain legal actions brought under the Exchange Act. The full Amended Bylaws are available as an exhibit to this filing for a comprehensive understanding.

Key Highlights

  • 1Affirm Holdings, Inc. adopted Amended and Restated Bylaws effective September 16, 2022.
  • 2The amendments update provisions to comply with changes in the Delaware General Corporation Law (DGCL).
  • 3Key changes include modifications to electronic delivery of notices, stockholder list access, and quorum requirements for board meetings during emergencies.
  • 4The bylaws now limit the number of director nominees a stockholder can put forth for election.
  • 5Provisions related to stockholder nominees are updated to align with SEC's universal proxy rules.
  • 6The company has clarified information requirements for stockholder nominees and the presentation of stockholder proposals.
  • 7The bylaws expand the exclusive forum for legal actions related to the Exchange Act to federal courts in Delaware.

Frequently Asked Questions

The primary purpose of these bylaw amendments is to ensure Affirm's corporate governance documents are in compliance with recent updates to the Delaware General Corporation Law (DGCL) and SEC regulations, such as the universal proxy rules. They also aim to clarify and modernize procedures for stockholder meetings, director nominations, and certain legal actions.

Yes, the Amended Bylaws introduce a limit on the number of director nominees a single stockholder can propose for election at an annual meeting, restricting it to the number of directors to be elected. Additionally, requirements for the information that must be provided about stockholder nominees have been clarified to align with universal proxy rules.

The Amended Bylaws specify that any legal actions brought to enforce liabilities or duties created by the Securities Exchange Act of 1934 must be filed in a federal court located within the State of Delaware. This provision aims to centralize litigation related to federal securities laws in a specific jurisdiction.

Yes, the Amended Bylaws include a modified quorum requirement for Board meetings held under certain emergency conditions, as permitted by the DGCL. This allows for flexibility in board decision-making during unforeseen circumstances.