Skillz Inc.
12/11/2024 | Press release | Distributed by Public on 12/11/2024 15:06
Proxy Results Form 8 K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Discretionary Authority to Fill Board Vacancies
On December 5, 2024, , the stockholders of Skillz Inc. ("Skillz" or the "Company") held the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the amendment and restatement of the Company's Fourth Amended and Restated Certificate of Incorporation (the "Charter" and, as amended and restated, the "Fifth Amended and Restated Certificate of Incorporation") to grant the Board of Directors (the "Board") discretionary authority to fill vacancies on the Board without a waiting period.
Prior to obtaining stockholder approval at the Annual Meeting, Article VIII of the Charter provided that any newly created directorship that resulted from an increase in the number of directors or any vacancy on the Board that resulted from the death, disability, resignation, disqualification or removal of any director or from any other cause could be filled solely by the stockholders of the Company with two-thirds of the voting power of the shares of capital stock of the Company unless any such vacancy or newly created directorships remained unfilled for at least sixty (60) days, in which case such vacancy or newly created directorships could also be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director.
As adopted by the Company's stockholders, Article VIII of the Fifth Amended and Restated Certificate of Incorporation provides the Board with the power to fill any vacancies on the Board by a vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. As a result, the Board has greater flexibility to manage the Company. For example, should the Board identify an exceptional person to fill a vacancy on the Board, the Board may respond efficiently by filling the resulting vacancy with such person immediately, without having to wait sixty days or incurring the expense and delay of holding a meeting of stockholders for the election of such person. In addition, because the Board now has the sole power and authority to fill any vacancies, to the Board may fill vacancies with directors who support the agenda of the incumbent directors in the face of a takeover threat.
The Fifth Amended and Restated Certificate of Incorporation was filed with the Secretary today, December 6, 2024, and became effective immediately upon filing.
The foregoing description of the Fifth Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amended and Restated Certificate of Incorporation, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.