The Honest Company 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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2025
(Exact Name of Registrant as Specified in Its Charter)
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(888 ) 862-8818
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 6, 2025, the Board of Directors of The Honest Company, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws (as so amended, the “Bylaws”). The amendments include the following principal changes:
Advance Notice – Informational Requirements. The amendments address the amount of time by which a stockholder's proposed nominee must provide information that the Company may reasonably require to determine the proposed nominee's eligibility to serve as a director or on any Board committee or subcommittee, the proposed nominee's independence, or other information that could be material to a stockholder's understanding of the proposed nominee's background, qualifications, experience, or independence. Additionally, the Bylaws revise certain information requested from a proponent or a proposed nominee.
Other Updates. The amendments to the Bylaws also include the following additional updates: (i) revisions to clarify instances when a stockholder is able to nominate a proposed director nominee at a special meeting; (ii) revisions to provide for the replacement of uncertificated shares; and (iii) revisions to clarify when expenses are able to be advanced for directors or executive officers.
The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| Amended and Restated Bylaws of The Honest Company, Inc., dated March 6, 2025 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| The Honest Company, Inc. | |||||||||||
| Date: | March 12, 2025 | By: | /s/ David Loretta | ||||||||
Name: David Loretta | |||||||||||
Title: Executive Vice President, Chief Financial Officer | |||||||||||