BILL Holdings, Inc. current report, 17 February 2023

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Filing Overview

Company: Bill.com Holdings, Inc. (to become BILL Holdings, Inc.)

Form 8-K filed: February 17, 2023, under Item 5.03 and Item 9.01. The filing reports a corporate name change and amendments to the company’s bylaws.

Business Context and Reporting Period

This is a corporate-governance filing, not a periodic financial report. It does not cover operating results for a reporting quarter or year.

The board approved the changes on February 16, 2023. The certificate of amendment was filed with Delaware on February 17, 2023, and both the name change and amended bylaws become effective February 27, 2023.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial metrics.

Material Changes

  • The corporate name will change from “Bill.com Holdings, Inc.” to “BILL Holdings, Inc.”
  • The company’s common stock will continue trading on the New York Stock Exchange under the ticker symbol “BILL.”
  • The name change does not affect the rights of the company’s securityholders and did not require stockholder approval.
  • The board adopted the Second Amended and Restated Bylaws, effective February 27, 2023.

Bylaw Amendments, Risks, and Unusual Items

  • The bylaws were updated for the corporate name change, Rule 14a-19 universal proxy requirements, and recent amendments to the Delaware General Corporation Law.
  • Stockholders directly or indirectly soliciting proxies must use a proxy card color other than white.
  • Advance-notice procedures now require additional information, representations, and disclosures from proposing stockholders, nominees, and related parties.
  • The amendments limit the number of nominees a stockholder may propose to the number of directors to be elected and require proposed nominees to be available for board or committee interviews.
  • The bylaws revise meeting notice, adjournment, stockholder-list, meeting-conduct, and proxy-authorization procedures.
  • An emergency bylaw provision grants directors and certain officers authority during emergencies that could otherwise prevent a board or committee quorum.
  • The filing does not identify any financial contingency or change in business outlook.

Important Facts to Verify

  • Confirm that the name change and Second Amended and Restated Bylaws became effective on February 27, 2023.
  • Confirm that the NYSE ticker remained “BILL.”
  • Review Exhibit 3.1 for the certificate of amendment.
  • Review Exhibit 3.2 for the complete amended bylaws and detailed stockholder nomination and proxy procedures.