UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2022 (August 24, 2022)
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38017 | 45-5452795 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3000 31st Street Santa Monica, California |
90405 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (310) 399-3339
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.00001 per share | SNAP | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 24, 2022 our board of directors approved, and holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to adopt and approve, an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”), effective August 26, 2022. The Amendment updates the exculpation and indemnification provisions with respect to our officers in connection with recent amendments to Delaware General Corporation Law. The terms of the Amendment are incorporated herein by reference. A copy of the Amendment is attached as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information set forth under Item 5.03 of this Form 8-K is incorporated by reference into this Item 5.07.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amendment No. 2 to the Amended and Restated Certificate of Incorporation of Snap Inc., filed August 26, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SNAP INC. | ||||||
| Date: August 26, 2022 | By: | /s/ Michael O’Sullivan | ||||
| Michael O’Sullivan | ||||||
| General Counsel and Secretary | ||||||
2
Exhibit 3.1
SNAP INC.
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Snap Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that:
1. Article VI of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:
ARTICLE VI
DIRECTOR AND OFFICER LIABILITY
| 1. | The liability of the directors and officers of the Company for monetary damages shall be eliminated to the fullest extent under applicable law. |
| 2. | To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of such directors or officers to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended. |
| 3. | Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any director or officer under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. |
2. The foregoing Certificate of Amendment has been duly approved by the required vote of the stockholders in accordance with Section 228 of the Delaware General Corporation Law and has been duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
[Remainder of Page Intentionally Left Blank]
The Company has caused this Certificate to be executed by a duly authorized officer of the Company on the date set forth below.
Executed on August 26, 2022
| SNAP INC. | ||
| By: | /s/ Michael O’Sullivan | |
| Name: | Michael O’Sullivan | |
| Title: | General Counsel and Secretary | |