ACV Auctions Inc. Reports Board Changes and Filings

TL;DR

ACV Auctions board shakeup, new officers, and financial updates filed.

AI Summary

ACV Auctions Inc. announced on July 25, 2024, a change in its board of directors, with the election of new directors and the appointment of certain officers. The company also reported on compensatory arrangements for its officers and made amendments to its articles of incorporation or bylaws. Additionally, the filing includes financial statements and exhibits.

Why It Matters

Changes in board composition and officer appointments can signal shifts in company strategy or governance, while financial statement filings provide insights into the company's performance.

Risk Assessment

Risk Level: medium — Board and officer changes, along with amendments to corporate documents, can introduce uncertainty or indicate strategic shifts.

Key Players & Entities

• ACV Auctions Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• July 25, 2024 (date) — Date of report

FAQ

Filing Documents

• acva-20240725.htm (8-K) — 32KB
• exhibit31-acvauctionsincxb.htm (EX-3.1) — 187KB
• 0001628280-24-033310.txt ( ) — 380KB
• acva-20240725.xsd (EX-101.SCH) — 2KB
• acva-20240725_lab.xml (EX-101.LAB) — 22KB
• acva-20240725_pre.xml (EX-101.PRE) — 13KB
• acva-20240725_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 25, 2024, the Board of Directors (the "Board") of ACV Auctions Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of July 25, 2024, to clarify and implement certain procedural and disclosure requirements for Company stockholders proposing director nominations for consideration at the Company's annual or special meetings of stockholders in connection with the "universal proxy" rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The amendments also include other technical, conforming, clarifying and modernizing revisions to the Bylaws. Among other revisions, the amendments to the Bylaws: clarify certain procedural requirements with respect to the making of director nominations and bringing of other business by stockholders, primarily related to the delivery of notices and the number of nominees that stockholders may nominate for election; enhance the disclosure requirements for the making of director nominations and bringing of other business by stockholders to include (a) additional information regarding such stockholders and their affiliates and (b) a requirement that such information is updated and supplemented to be accurate and timely; require that any stockholder making director nominations pursuant to Rule 14a-19 of the Exchange Act comply with Rule 14a-19 of the Exchange Act and include a representation that such stockholder intends to solicit the holders of shares of the Company's common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 of the Exchange Act; add a requireme

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d): Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws of ACV Auctions Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACV AUCTIONS INC. Date July 29, 2024 By: /s/ Leanne Fitzgerald Leanne Fitzgerald Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR