Business Context and Reporting Period
Bill.com Holdings, Inc. filed a Form 8-K dated September 28, 2020, reporting board appointments and a subsequent amendment to its bylaws. The filing is not a quarterly or annual financial report and does not provide operating results for a reporting period.
Financial Metrics and Liquidity
The filing does not provide revenue, profit or loss, cash flow, margins, debt, liquidity, balance-sheet data, or other financial metrics.
Material Changes
- Colleen Taylor was appointed to the Board effective September 28, 2020, as a Class I director and Audit Committee member. Her term was scheduled to expire at the 2020 annual meeting.
- Allie Kline was appointed to the Board effective September 28, 2020, as a Class III director and Audit Committee member. Her term was scheduled to expire at the 2022 annual meeting.
- Thomas Mawhinney was expected to leave the Board upon expiration of his term at the 2020 annual meeting.
- On September 29, 2020, the Board adopted amended and restated bylaws adding an exclusive-forum provision designating U.S. federal district courts as the exclusive jurisdiction for litigation arising under the Securities Act of 1933.
Guidance, Outlook, Risks and Unusual Items
- No financial guidance, operating outlook, management commentary, contingencies, or unusual financial items are disclosed.
- The new exclusive-forum bylaw may affect the venue for certain shareholder securities litigation; the filing states that the full bylaws govern and provides Exhibit 3.1 for the complete text.
- Both new directors will receive compensation under the Company’s existing director compensation program and entered into the Company’s standard indemnity agreement.
- The filing states that neither appointee had a material interest in a transaction requiring disclosure under Item 404(a) of Regulation S-K, and that there was no arrangement or understanding regarding either selection.
Investor Verification Items
- Review Exhibit 3.1 for the complete scope and wording of the exclusive-forum provision.
- Confirm the final composition of the Board and Audit Committee following the 2020 annual meeting.
- Review subsequent filings for any changes to director compensation, committee assignments, or the bylaw provision.
- Consult the Company’s financial filings for revenue, profitability, cash flow, debt, and liquidity information, which are not included in this 8-K.