8-KCorporate ChangesOther EventsExhibits & Filings

Guardant Health, Inc. 8-K Report, Bylaw Amendment (Oct 9, 2018)

Filed October 9, 2018For Securities:GH

Summary

Guardant Health, Inc. (GH) filed an 8-K on October 9, 2018, primarily to report on significant corporate structure changes occurring concurrently with the closing of its Initial Public Offering (IPO). The company amended and restated its Certificate of Incorporation and Bylaws to reflect its transition to a publicly traded entity. Key changes include a substantial increase in authorized common stock, the elimination of preferred stock, and the authorization of undesignated preferred stock for future issuance. From an investor governance perspective, the company adopted a classified board structure with staggered three-year terms for directors, implemented provisions requiring director removal only for cause with a supermajority vote, and restricted stockholder actions, including eliminating written consent and the ability to call special meetings. Furthermore, the company designated exclusive forums for legal disputes, with Delaware Chancery Court for state-law claims and U.S. federal district courts for federal securities law claims, unless specific exceptions apply. These changes, effective upon the IPO closing, are designed to enhance corporate stability and governance in the public markets.

Key Highlights

  • 1Guardant Health completed its Initial Public Offering (IPO) on October 9, 2018, selling 14,375,000 shares at $19.00 per share.
  • 2The company amended and restated its Certificate of Incorporation and Bylaws in conjunction with the IPO closing.
  • 3Authorized common stock was increased to 350,000,000 shares.
  • 4Preferred stock was eliminated, and 10,000,000 shares of undesignated preferred stock were authorized for future board-directed issuance.
  • 5A classified board of directors with three classes and staggered three-year terms was established.
  • 6Provisions were enacted to require director removal only for cause and by a supermajority vote.
  • 7The ability for stockholders to act by written consent and call special meetings was eliminated.

Frequently Asked Questions

In connection with its IPO, Guardant Health amended its Certificate of Incorporation and Bylaws to implement a classified board of directors with staggered three-year terms, require director removal only for cause by a supermajority vote, and eliminate the ability of stockholders to act by written consent or call special meetings. These changes aim to provide stability and structure to the company's governance as a public entity.

The increase in authorized common stock to 350,000,000 shares provides flexibility for future equity offerings or stock-based compensation. The authorization of 10,000,000 shares of undesignated preferred stock allows the board of directors to issue preferred stock in one or more series in the future, which could be used for strategic purposes, acquisitions, or other financing needs.

The company has designated specific courts as the exclusive venues for certain legal disputes. The Delaware Court of Chancery is designated for state law claims (like fiduciary duty breaches) against directors, officers, or employees, while U.S. federal district courts are designated for claims arising under the Securities Act of 1933. This aims to streamline litigation and potentially reduce legal costs and uncertainties by centralizing certain types of lawsuits.

The filing confirms the successful closing of Guardant Health's IPO on October 9, 2018, where the company sold 14,375,000 shares of its common stock at a public offering price of $19.00 per share. This total includes the full exercise of the underwriters' option to purchase additional shares.