Snap settles derivative lawsuit; amends special dividend trigger to 90-day VWAP $40 plus S&P 500 relative test

Snap Inc

Lawsuit settled with judicial approval on Feb 26, 2024; company denies wrongdoing but avoids litigation costs.
Special dividend condition changed from 65-day to 90-day VWAP >= $40, plus ratio of 90-day VWAP to $8.70 must equal or exceed S&P 500 ratio vs 8,862.85.
Co-Founder Agreements with Evan Spiegel and Robert Murphy amended to reflect modified dividend condition.
Certificate of incorporation amended effective May 16, 2024 to implement settlement terms.
Future amendments favorable to holders now require unanimous approval of independent directors.

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

Snap Inc: Amendment to Amended and Restated Certificate of Incorporation effectuating updates agreed in connection with the Amended Stipulation of Settlement (effective 2024-05-16).

Change: charter amendment
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024 our board of directors approved, and holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to adopt and approve, an amendment (the “ Amendment ”) to our Amended and Restated Certificate of Incorporation (the “ Charter ”), effective May 16, 2024.

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Source: SEC EDGAR

accession 0001193125-24-141748

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