Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 24, 2022 our board of directors approved, and holders of an aggregate
of 231,626,943 shares of our Class C common stock, representing an aggregate of
over 99% of the voting power of our outstanding capital stock, acted by written
consent to adopt and approve, an amendment to our Amended and Restated
Certificate of Incorporation (the "Amendment"), effective August 26, 2022. The
Amendment updates the exculpation and indemnification provisions with respect to
our officers in connection with recent amendments to Delaware General
Corporation Law. The terms of the Amendment are incorporated herein by
reference. A copy of the Amendment is attached as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.03 of this Form 8-K is incorporated by
reference into this Item 5.07.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amendment No. 2 to the Amended and Restated Certificate of
Incorporation of Snap Inc., filed August 26, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1
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