Current Report Filing (8-k)
21 Ottobre 2022 - 10:06PM
Edgar (US Regulatory)
1455 MARKET STREET SUITE 600 SAN FRANCISCO 94103 CA false 0001512673 --12-31 0001512673 2022-10-20 2022-10-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 20, 2022
Block, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-37622 |
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80-0429876 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
Not Applicable1
(Address of principal executive offices, including zip code)
(415) 375-3176
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Class A Common Stock, $0.0000001 par value per share |
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SQ |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act |
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We do not designate a headquarters location as we have adopted a distributed work model. |
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 20, 2022, the Board of Directors (the “Board”) of Block, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective October 20, 2022. The Amended Bylaws incorporate certain amendments to address changes to the Delaware General Corporation Law (“DGCL”), including:
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aligning provisions relating to delivery of notices of stockholder meetings and communications regarding adjourned stockholder meetings with the DGCL; |
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aligning the definition of “public announcement” for purposes of the Amended Bylaws with the DGCL; |
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aligning requirements for action by written consent of the Board with the DGCL; and |
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aligning provisions regarding captive insurance with the DGCL. |
The Amended Bylaws also incorporate certain other amendments, including:
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changing certain provisions relating to stockholder nominees for election as a director to address the universal proxy rules adopted by the Securities and Exchange Commission; |
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clarifying provisions regarding the appointment, election and removal of officers of the Company; and |
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making certain other clarifying, conforming and ministerial changes. |
The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| BLOCK, INC. |
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| By |
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/s/ Sivan Whiteley |
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Sivan Whiteley |
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Chief Legal Officer and Corporate Secretary |
Date: October 21, 2022
Grafico Azioni Block (NYSE:SQ)
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Grafico Azioni Block (NYSE:SQ)
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