Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
QUOTIENT TECHNOLOGY INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Quotient Technology Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
1. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”) and the authority conferred upon the Board of Directors of the Corporation (the “Board”) in accordance with the Corporation’s Amended and Restated Certificate of Incorporation, as amended, and the Corporation’s Amended and Restated Bylaws, the Board adopted the following resolutions respecting the Corporation’s Series A Junior Participating Preferred Stock, which resolutions have not been amended or rescinded:
WHEREAS, on November 10, 2021, the Board authorized the issuance of a series of 250,000 shares of Series A Junior Participating Preferred Stock, par value $0.00001 per share (the “Series A Junior Participating Preferred Stock”); and
WHEREAS, the Board deems it advisable and in the best interest of the Corporation and its stockholders to eliminate the Series A Junior Participating Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of Series A Junior Participating Preferred Stock are outstanding, and none will be issued subject to the Certificate of Designation of Series A Junior Participating Preferred Stock previously filed with the Secretary of State of the State of Delaware with respect to such Series A Junior Participating Preferred Stock (the “Certificate of Designation”);
RESOLVED FURTHER, that each of the officers of the Corporation be, and each of them individually hereby is, authorized and directed to take any and all actions as such officers deem necessary and appropriate to eliminate such Series A Junior Participating Preferred Stock, including to execute and file, or cause to be executed and filed, a Certificate of Elimination of the Series A Junior Participating Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware;
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