Performant Financial Corporation
12/10/2024 | Press release | Distributed by Public on 12/10/2024 15:14
Amendments to Bylaws Form 8 K
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 9, 2024 Performant Healthcare, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to change its corporate name from Performant Financial Corporation to Performant Healthcare, Inc., effective December 9, 2024 (the "Name Change"). The Name Change was approved by the Board of Directors of the Company on December 9, 2024. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated by reference.
In connection with the Name Change, the Board of Directors of the Company approved an amendment and restatement of the Company's bylaws, also effective as of December 9, 2024 (the "Second Amended and Restated Bylaws"). The Second Amended and Restated Bylaws reflect the Name Change, as well as certain other technical changes. A copy of the Second Amended and Restated Bylaws is attached as Exhibit 3.2 hereto and incorporated by reference.
In connection with the Name Change, the Company intends to transition its common stock to trade under the new ticker symbol "PHLT," which will replace the current ticker symbol "PFMT." The Name Change does not affect the rights of the Company's security holders. There will be no change to the Company's CUSIP in connection with the Name Change.