{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-034811","form_type":"8-K","ticker":"AFRM","cik":"0001820953","company_name":"Affirm Holdings, Inc.","filed_at":"2023-10-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:30.721435+00:00","generated_at":"2026-06-09T18:50:46.906446+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Director resignation, appointment of Manolo Sanchez, and bylaw amendment on majority voting","bullets":["Director Jenny Ming resigned effective Oct 31, 2023; no disagreement with company operations, policies or practices.","Manolo Sánchez appointed Class II director eff. Nov 1, 2023; named to Audit and Nominating & Governance committees.","Sánchez receives $500K RSU (3-yr vest), $200K annual RSU, and $45K annual cash retainer, prorated.","Bylaw amendment: majority vote standard in uncontested director elections; resignation policy for failed votes.","Sánchez was president/CEO of Compass Bank (BBVA US) 2008-2017; brings banking and risk management expertise."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-034811","json":"https://secwatch.observer/filing/0001628280-23-034811.json","markdown":"https://secwatch.observer/filing/0001628280-23-034811.md","text":"https://secwatch.observer/filing/0001628280-23-034811.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820953/000162828023034811/0001628280-23-034811-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820953/000162828023034811/afrm-20231017.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T18:50:46.906446+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"32dd8c66b9","claim":"Jenny J. Ming resigned as Director at Affirm Holdings, Inc..","evidence_excerpt":"On October 17, 2023, Jenny J. Ming, a member of the Board of Directors (the “Board”) of Affirm Holdings, Inc. (the “Company”), resigned as a member of the Board, effective October 31, 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820953/000162828023034811/0001628280-23-034811-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e7dd3d484b","claim":"Manolo Sánchez was appointed as Director at Affirm Holdings, Inc..","evidence_excerpt":"On October 18, 2023, the Board appointed Manolo Sánchez to the Board as a Class II director, effective November 1, 2023, with a term expiring at the Company’s 2025 annual meeting of stockholders.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820953/000162828023034811/0001628280-23-034811-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c8391c0ddd87c54e8357f901d48207c181434a25","claim":"Affirm Holdings, Inc.: Amended bylaws to implement majority vote standard in uncontested director elections and adopt resignation policy for directors failing to receive sufficient votes under that standard (effective 2023-10-18).","evidence_excerpt":"On October 18, 2023, the Board approved amendments to the Company’s Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws implement a majority vote standard in uncontested director elections. At the same time, the Board adopted a resignation policy for incumbent directors who fail to receive sufficient votes under the majority vote standard.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820953/000162828023034811/0001628280-23-034811-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-10-18"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}