Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 10, 2021, the board of directors (the "Board") of Quotient
Technology Inc. (the "Company") approved the Company's entry into a tax benefits
preservation plan and declared a dividend of one right (a "Right") for each
outstanding share of common stock of the Company. Each Right entitled the holder
thereof under certain circumstances to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock. The
terms of the Rights were set forth in a Tax Benefits Preservation Plan, dated as
of November 11, 2021, between the Company and American Stock Transfer & Trust
Company, LLC, as rights agent (the "Tax Benefits Preservation Plan"). On
April 29, 2022, the Company amended the Tax Benefits Preservation Plan changing
the final expiration time of the Tax Benefits Preservation Plan from 5:00 p.m.
New York City time on November 11, 2024 to 5:00 p.m. New York City time on
January 2, 2023. Pursuant to the terms of the Tax Benefits Preservation Plan,
since January 2, 2023 was a holiday, the Rights were in fact set to expire at
5:00 p.m. New York City time on January 3, 2023, the first business day after
January 2.
With this, the Rights expired pursuant to the Tax Benefits Preservation Plan on
January 3, 2023. On the same date, the Company filed with the Secretary of State
of the State of Delaware a Certificate of Elimination eliminating from its
Amended and Restated Certificate of Incorporation, as amended, the designation
of certain shares of its preferred stock as Series A Junior Participating
Preferred Stock, which had been designated for potential use in connection with
the Tax Benefits Preservation Plan. As a result, all shares of preferred stock
previously designated as Series A Junior Participating Preferred Stock were
eliminated and returned to the status of authorized but unissued shares of
preferred stock, without designation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Elimination of the Series A Junior Participating
Preferred Stock of the Company.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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QUOTIENT TECHNOLOGY INC. 
