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
Rivian Automotive, Inc. / DE: Amendment increased authorized Class A common stock from 3,500,000,000 to 5,250,000,000 shares, added officer exculpation provision, and clarified voting standard for amending authorized shares under DGCL Section 242(d)(2) (effective 2025-06-20).
- Change
- charter amendment
- Effective
- 2025-06-20
Exact text from the filing
On June 18, 2025, at Rivian Automotive, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the following amendments to the Company’s Amended and Restated Certificate of Incorporation (collectively, the “Amendments”), each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”): • an increase in the number of authorized shares of Class A common stock from 3,500,000,000 to 5,250,000,000 shares, which in turn increased the total number of authorized shares of common stock from 3,507,825,000 to 5,257,825,000; • a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances; and • clarifications that the voting standard found in Section 242(d)(2) of the Delaware General Corporation Law would apply to any amendment to increase the number of authorized shares o
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