Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
On September 28, 2020, the Board of Directors (the "Board") of Bill.com
Holdings, Inc. (the "Company") appointed Colleen Taylor to serve as a director
of the Company and as a member of the Audit Committee of the Board, in each
case, effective September 28, 2020. Ms. Taylor will serve as a Class I director
whose term will expire at the Company's 2020 annual meeting of stockholders and
until Ms. Taylor's successor shall have been duly elected and qualified, or
until Ms. Taylor's earlier death, resignation, disqualification or removal. In
addition, effective upon the expiration of his term at the 2020 annual meeting
of stockholders, Thomas Mawhinney, a current Class I director, will no longer
serve on the Board.
There is no arrangement or understanding between Ms. Taylor and any other
persons pursuant to which Ms. Taylor was selected as a director. Ms. Taylor has
no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Taylor's compensation
will be pursuant to the Company's director compensation program, as described in
the Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on June 8, 2020 (File No. 333-239015).
Ms. Taylor has also entered into the Company's standard form of indemnity
agreement, which is attached as Exhibit 10.1 to the Company's Registration
Statement on Form S-1 filed with the Commission on November 15, 2019 (File
No. 333-234730).
On September 28, 2020, the Board also appointed Allie Kline to serve as a
director of the Company, effective September 28, 2020. Ms. Kline will serve as a
Class III director whose term will expire at the Company's 2022 annual meeting
of stockholders and until Ms. Kline's successor shall have been duly elected and
qualified, or until Ms. Kline's earlier death, resignation, disqualification or
removal.
There is no arrangement or understanding between Ms. Kline and any other persons
pursuant to which Ms. Kline was selected as a director. Ms. Kline has no direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Ms. Kline's compensation will be
pursuant to the Company's director compensation program, as described in the
Company's Registration Statement on Form S-1 filed with the Commission on
June 8, 2020 (File No. 333-239015).
Ms. Kline has also entered into the Company's standard form of indemnity
agreement, which is attached as Exhibit 10.1 to the Company's Registration
Statement on Form S-1 filed with the Commission on November 15, 2019 (File
No. 333-234730).
In addition to their Board service, each of Ms. Taylor and Ms. Kline were
appointed by the Board to serve on the Audit Committee of the Board, effective
September 28, 2020.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 29, 2020, the Board amended and restated the Company's restated
bylaws (the "Amended and Restated Bylaws") to adopt a new Article XI, Exclusive
Forum, a provision designating the federal district courts of the United States
as the exclusive jurisdiction for any litigation arising under the Securities
Act of 1933, as amended.
The foregoing summary and description of the provision of the Amended and
Restated Bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
No. Description
3.1 Amended and Restated Bylaws.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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