Pinterest shareholders re-elect four Class III directors; approve charter amendment for officer exculpation

PINTEREST, INC.

All four director nominees (Leslie Kilgore, Bill Ready, Benjamin Silbermann, Salaam Coleman Smith) elected with strong majority support.
Advisory say-on-pay approved: 1.70B for, 51.2M against.
Ratification of Ernst & Young as independent auditor for FY2025 approved: 1.77B for, 21.6M against.
Stockholders approved charter amendment permitting officer exculpation under Delaware law: 1.51B for, 239.6M against.
Board adopted amended and restated bylaws enhancing shareholder nomination procedures and indemnification scope.

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 0.95

PINTEREST, INC.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law. The amendment was filed and became effective on May 23, 2025 (effective 2025-05-23).

Change: charter amendment
Effective: 2025-05-23

Exact text from the filing

Based on the votes set forth above, the stockholders approve the amendment of the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (the "Charter Amendment").

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

PINTEREST, INC.: On May 22, 2025, the Board approved an amendment and restatement of the Company's bylaws, effective immediately, to enhance procedural and disclosure requirements for shareholder nominations, update indemnification scope and procedures, and make technical changes (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

On May 22, 2025, the Board approved an amendment and restatement of the Company's bylaws (the “Amended and Restated Bylaws”), effective immediately. Among other things, the changes effected by the Amended and Restated Bylaws: • enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors at annual or special meetings of shareholders, including with respect to information required to be disclosed to the Company about such shareholders and their control persons; • update the scope of, and procedures for, indemnification of directors, officers and other persons involved in Company proceedings, including providing for indemnification of persons party to a derivative suit to the extent permitted by the General Corporation Law of the State of Delaware; and • make certain other technical, clarifying and conforming changes.

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PINTEREST, INC. filing history →

Source: SEC EDGAR

accession 0001506293-25-000123

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