Amazon adopts exclusive forum provisions for shareholder litigation in bylaws

AMAZON COM INC

Board approved amendments to Amended and Restated Bylaws on May 3, 2024.
Delaware Chancery Court designated exclusive forum for state corporate law and derivative claims.
Federal district courts designated exclusive forum for Securities Act of 1933 claims.
Amendments apply unless Company consents in writing to an alternative forum.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AMAZON COM INC: Amended bylaws to adopt Delaware Court of Chancery as exclusive forum for certain claims and federal courts as exclusive forum for Securities Act claims (effective 2024-05-03).

Change: bylaw amendment
Effective: 2024-05-03

Exact text from the filing

On May 3, 2024, the Board of Directors of Amazon.com, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide that the Court of Chancery of the State of Delaware is the exclusive forum for certain state corporate law or shareholder derivative claims, and that the federal district courts of the United States of America are the exclusive forum for the resolution of any action asserting a claim under the Securities Act of 1933, as amended, in each case to the fullest extent permitted by law and unless the Company consents in writing to the selection of an alternative forum.

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Source: SEC EDGAR

accession 0001104659-24-057026

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