UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 31, 2023, the Board of Directors (the “Board”) of BigCommerce Holdings, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, adopted and approved the Company’s Second Amended and Restated Bylaws (as so amended, the “Amended Bylaws”), which became effective upon approval. The Amended Bylaws include updated requirements and procedures that:
| • | modify the provisions governing notice of stockholder meetings, giving of proxies, and timing of access to the list of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law, as amended; |
| • | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals at stockholder meetings (e.g., requiring additional disclosures from nominating or proposing stockholders, proposed director nominees and other persons associated with nominating or proposing stockholders) to help ensure that the Company can inform stockholders of the interests held by proposing or nominating stockholders; |
| • | address other matters relating to the new universal proxy rules (“Universal Proxy Rules”) adopted by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including the use of universal proxy cards and solicitations by stockholders pursuant to Universal Proxy Rules, e.g., providing that no person may solicit proxies in support of a nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements, and reserving the use of a white proxy card for exclusive use by the Board; and |
| • | make certain additional technical, conforming, modernizing and clarifying changes. |
The foregoing summary of, and the description of the revisions to, the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.2 | Second Amended and Restated Bylaws of BigCommerce Holdings, Inc. effective August 31, 2023. | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BigCommerce Holdings, Inc. | ||||||
| Date: September 1, 2023 | By: | /s/ Chuck Cassidy | ||||
| Chuck Cassidy | ||||||
| General Counsel | ||||||