https://www.sec.gov/Archives/edgar/data/1288847/000128884725000177/fivn-20250729.htm
Now sale will only need to be approved by a implement majority, not 2/3rds that doomed Zoom’s $15B takeover bid
Removal of Supermajority Vote Threshold
Since its initial public offering, the Company has maintained a voting threshold in its Certificate of Incorporation of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the stock of the Company for (i) amendments, alternations, changes or repeals, or adopting provisions inconsistent with, certain sections of the Company’s Certificate of Incorporation, and (ii) amendments, alterations, changes or repeals of the Company’s Bylaws (the “Supermajority Vote Threshold”). While the Board believes that the Company’s stockholders have benefited from having the Supermajority Vote Threshold, the Board determined on July 29, 2025 that it is advisable and in the best interests of the Company and its stockholders to remove the Supermajority Vote Threshold.
The Board intends to approve and recommend to the Company’s stockholders at the 2026 Annual Meeting an amendment to the Company’s Certificate of Incorporation to replace the Supermajority Vote Threshold with a majority vote threshold, effective at the conclusion of the 2027 Annual Meeting.