Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 19, 2022, the Board of Directors of Coinbase Global, Inc. (the
"Company") made certain amendments to the Company's restated bylaws (the
"Bylaws," and as amended, the "Amended and Restated Bylaws"), effective April
19, 2022, to make certain updates and conforming and technical changes,
including, among other things: (i) providing that documents and information to
be delivered to the Company by stockholders and other individuals under the
Amended and Restated Bylaws be delivered by means of electronic mail due to the
Company's status as a remote-first company with no principal executive offices,
and (ii) updating the advance notice provisions and clarifying the procedures
for the Company's stockholders seeking to present business at a meeting of the
Company's stockholders such as nominating director candidates and/or submitting
stockholder proposals. The Company's Bylaws previously, among other things: (i)
provided that documents and information to be delivered to the Company by
stockholders and other individuals be delivered to the Company's principal
executive offices, and (ii) included advance notice provisions that had less
specificity with respect to the questionnaires required to be submitted by a
Company's stockholder seeking to nominate a director candidate and the
qualifications of a Qualified Representative (as defined in the Bylaws).
The foregoing summary and description 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) Exhibits
Exhibit No. Description
3.1 Amended and Restated Bylaws.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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