Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 17, 2022, as part of its periodic review of corporate governance matters and in connection with the new Securities and Exchange Commission rules regarding universal proxy cards and certain recent changes to the Delaware General Corporation Law (the "DGCL"), the Board of Directors (the "Board") of Pinterest, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "A&R Bylaws"), effective as of such date, in order to, among other things:

•provide stockholders with a proxy access right permitting a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years, to nominate, and have included in the Company's proxy materials, director nominees constituting up to the greater of two individuals or 20% of the board, provided that the stockholder(s) and the proxy access nominee(s) satisfy the requirements and the procedures set forth in the A&R Bylaws;

•update the procedures and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), to require, among other things:

•with respect to a director nomination, certain representations regarding engaging in a solicitation with respect to such nomination, and to provide certain related documentation and confirmations; and •that a stockholder soliciting proxies from other stockholders use a proxy card color other than white;

•reflect recent amendments to the DGCL, including to update procedures regarding stockholder meeting adjournment, notice and stockholder lists, implement an emergency bylaw, update procedures regarding electronic notice applicable to stockholder meetings and opt out of DGCL Section 116 regarding electronic delivery of documents or information.

Additional amendments were made to make clarifying or conforming language changes, in addiition to technical or ministerial changes. The foregoing description is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit Number                   Description
3.1                                Amended and Restated Bylaws of the Company
                                 Cover Page Interactive Data File (embedded within the Inline XBRL
104                              document).

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