Skillz Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$SKLZ
EDP Services
Technology
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): December 5, 2024
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Discretionary Authority to Fill Board Vacancies
On December 5, 2024, , the stockholders of Skillz Inc. (“Skillz” or the “Company”) held the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter” and, as amended and restated, the “Fifth Amended and Restated Certificate of Incorporation”) to grant the Board of Directors (the “Board”) discretionary authority to fill vacancies on the Board without a waiting period.
Prior to obtaining stockholder approval at the Annual Meeting, Article VIII of the Charter provided that any newly created directorship that resulted from an increase in the number of directors or any vacancy on the Board that resulted from the death, disability, resignation, disqualification or removal of any director or from any other cause could be filled solely by the stockholders of the Company with two-thirds of the voting power of the shares of capital stock of the Company unless any such vacancy or newly created directorships remained unfilled for at least sixty (60) days, in which case such vacancy or newly created directorships could also be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director.
As adopted by the Company’s stockholders, Article VIII of the Fifth Amended and Restated Certificate of Incorporation provides the Board with the power to fill any vacancies on the Board by a vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. As a result, the Board has greater flexibility to manage the Company. For example, should the Board identify an exceptional person to fill a vacancy on the Board, the Board may respond efficiently by filling the resulting vacancy with such person immediately, without having to wait sixty days or incurring the expense and delay of holding a meeting of stockholders for the election of such person. In addition, because the Board now has the sole power and authority to fill any vacancies, to the Board may fill vacancies with directors who support the agenda of the incumbent directors in the face of a takeover threat.
The Fifth Amended and Restated Certificate of Incorporation was filed with the Secretary today, December 6, 2024, and became effective immediately upon filing.
The foregoing description of the Fifth Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amended and Restated Certificate of Incorporation, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
| Election of Directors | Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Andrew Paradise | 70,217,806 | 1,052,984 | 10,538 | 6,574,919 | |||||||||||||||||||
| Casey Chafkin | 70,180,956 | ` | 1,082,661 | 17,711 | 6,574,919 | ||||||||||||||||||
| Henry Hoffman | 70,665,676 | 595,660 | 19,992 | 6,574,919 | |||||||||||||||||||
| Anthony Cabot | 71,028,430 | 232,235 | 20,663 | 6,574,919 | |||||||||||||||||||
| Alexander Mandel | 70,629,723 | 631,188 | 20,417 | 6,574,919 | |||||||||||||||||||
| Kent Wakeford | 70,665,448 | 594,854 | 21,026 | 6,574,919 | |||||||||||||||||||
| Approval of Amendment to the Company's Charter to give the Board discretionary authority to fill vacancies of the Board without a waiting period | 71,042,427 | 218,640 | 20,261 | 6,574,919 | |||||||||||||||||||
| Ratification of retention of independent registered accounting firm, Grant Thornton, LLP for the year ending December 31, 2024 | 77,389,376 | 274,575 | 192,296 | — | |||||||||||||||||||
Item 8.01 Other Events
In addition, on December 10, 2024, the Company entered into Share Repurchase Agreements with Wildcat Capital Management, LLC and Wildcat Partner Holdings, LP (the “Share Repurchase Agreements”). Pursuant to the Share Repurchase Agreements, the Company agreed to repurchase 961,532 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) from Wildcat Partner Holdings, LP at a price of $7.00 per share, for a total purchase price of $6,730,724.00, and 18,316 shares of its Class A Common Stock from Wildcat Capital Management, LLC at a price of $7.00 per share, for a total purchase price of $128,212.00. The Share Repurchase Agreements contain customary representations and warranties, and closed on December 10, 2024.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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.
SKILLZ INC. (registrant) | ||||||||||||||||||||
| Date: December 11, 2024 | By: | /s/ Nikul Patel | ||||||||||||||||||
| Name: | Nikul Patel | |||||||||||||||||||
| Title: | Authorized Officer | |||||||||||||||||||