Coupang Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 26, 2024, the Board of Directors (the “Board”) of Coupang, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws (as amended, the “Amended and Restated Bylaws”), effective as of such date. The amendments were adopted to (i) revise Section 5(b)(iv) of Article III to clarify that certain information required in the written notice required for stockholders to nominate individuals for election to the Board or propose other business at a meeting of stockholders is limited to financial support of such nomination, (ii) narrow the definition of the term “Proponent Associated Person,” by, among others, removing the language “any others acting in concert,” (iii) eliminate the term “performance-related fee” from the definition of the term “Derivative Transaction,” and (iv) revise Section 14(a) of Article III to clarify that only an officer or director designated by the Board may serve as Chairperson at a meeting of stockholders in the absence of the Chairperson of the Board or the Chief Executive Officer.
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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 hereunto duly authorized.
| COUPANG, INC. (REGISTRANT) | |||||
| By: | /s/ Harold Rogers | ||||
| Harold Rogers | |||||
Chief Administrative Officer and General Counsel | |||||
Dated: June 27, 2024