Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in
Item 5.03 of this Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 23, 2021, the board of directors of R1 RCM Inc. (the "Company")
approved a third amendment to the Company's Amended and Restated Bylaws, as
amended (the "A&R Bylaws"). The third amendment added a new Section 5.9 of
Article V with forum selection provisions. Pursuant to the new Section 5.9,
unless the Company consents in writing to selection of an alternative forum:
•the Court of Chancery of the State of Delaware shall, to the fullest extent
permitted by law, be the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Company, (ii) any action asserting a
claim of breach of fiduciary duty owed by, or other wrongdoing by, any director,
officer, employee or agent of the Company to the Company or the Company's
stockholders, or a claim of aiding and abetting any such breach of fiduciary
duty, (iii) any action asserting a claim against the Company or any director,
officer, employee or agent of the Company arising pursuant to any provision of
the General Corporation Law of the State of Delaware or the Certificate of
Incorporation or the A&R Bylaws (as either may be amended, restated, modified,
supplemented or waived from time to time), (iv) any action to interpret, apply,
enforce or determine the validity of the Certificate of Incorporation or the A&R
Bylaws of the Company (as either may be amended), (v) any action asserting a
claim against the Company or any director, officer, employee or agent of the
Company governed by the internal affairs doctrine or (vi) any action asserting
an "internal corporate claim" as that term is defined in Section 115 of the
General Corporation Law of the State of Delaware. For the avoidance of doubt,
this Section 5.9(a) of Article V shall not apply to any action or proceeding
asserting a claim under the Securities Act of 1933 or the Exchange Act of 1934.
•the federal district courts of the United States of America shall be the sole
and exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act of 1933 against the Company or any
director, officer, employee or agent of the corporation.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the complete text of the third amendment to the A&R
Bylaws, which is filed as Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Number Description
3.1 Amendment No. 3 to the Amended and Restated Bylaws of the Company
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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