Item 3.03 – Material Modification to Rights of Security Holders
As previously disclosed, on May 13, 2022, Palantir Technologies Inc. (the “Company”) entered into a Stipulation of Compromise and Settlement (the “Settlement”) with respect to In re Palantir Technologies Inc. Class F Stock Litigation (C.A. No. 2021-0275-SG), a class action brought against the Company and its founders relating to the Company’s Class F common stock. On September 13, 2022, the Court of Chancery of the State of Delaware approved the Settlement and entered judgment dismissing the class action with prejudice. In accordance with the Settlement, on December 22, 2022, the Company held a special meeting of stockholders (the “Special Meeting”) to propose an amendment and restatement of the Company’s certificate of incorporation. At the Special Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s certificate of incorporation (the “Amended and Restated Certificate”). The Amended and Restated Certificate became effective upon its filing with the Secretary of State of the State of Delaware on December 27, 2022. The description of the amendment and restatement effected by the Amended and Restated Certificate is incorporated herein by reference to the text of the section titled “Background of the Proposal —Summary of New Certificate” of the Company’s definitive proxy statement, filed on November 10, 2022 with the Securities and Exchange Commission (the “SEC”). Such description of the Amended and Restated Certificate is qualified in its entirety by reference to the full text of the Amended and Restated Certificate filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 3.03.
In addition, in accordance with the Settlement and following the Special Meeting, the Company’s Board of Directors adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective December 27, 2022. The description of the amendment and restatement effected by the Amended and Restated Bylaws is incorporated herein by reference to the text of the section titled “Background of the Proposal—Summary of New Bylaws” of the Company’s definitive proxy statement, filed on November 10, 2022 with the SEC. Such description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated by reference into this Item 3.03.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The disclosure set forth in Item 3.03 above is incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders
On December 22, 2022, the Company held the Special Meeting. With respect to the sole matter voted on at the Special Meeting, holders of the Company’s Class A common stock, par value $0.001 per share, were entitled to one vote for each share held as of the close of business on November 2, 2022 (the “Record Date”); holders of the Company’s Class B common stock, par value $0.001 per share, were entitled to ten votes for each share held as of the close of business on the Record Date; and the holders of the Company’s Class F common stock, par value $0.001 per share, were entitled to approximately 898.603 votes for each share held as of the close of business on the Record Date. The sole matter voted on at the Special Meeting and the votes cast with respect to such matter are set forth below:
Proposal – Approval of Amendment and Restatement of Certificate of Incorporation.
The amendment and restatement of the Company’s certificate of incorporation was approved based on the following results of voting:
| | | | |
For | | Against | | Abstained |
| 2,332,284,777 | | 4,257,403 | | 1,617,951 |
