BILL Holdings Files 8-K with Corporate Updates

TL;DR

BILL Holdings filed an 8-K on Dec 5, 2024, covering bylaws, shareholder votes, and financials. Standard stuff.

AI Summary

On December 5, 2024, BILL Holdings, Inc. filed an 8-K report detailing several corporate actions. These include amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The company, formerly known as Bill.com Holdings, Inc., is incorporated in Delaware and headquartered in San Jose, California.

Why It Matters

This filing indicates ongoing corporate governance activities and the formal submission of financial information, which are standard but important for maintaining transparency and regulatory compliance.

Risk Assessment

Risk Level: low — This is a routine 8-K filing for corporate actions and financial statements, not indicating any specific new risks.

Key Numbers

• 001-39149 — SEC File Number (Identifies the company's filing history with the SEC.)
• 83-2661725 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• BILL Holdings, Inc. (company) — Registrant
• Bill.com Holdings, Inc. (company) — Former company name
• December 5, 2024 (date) — Date of earliest event reported
• 6220 America Center Drive, Suite 100 San Jose, California 95002 (address) — Business and mail address

FAQ

Key Financial Figures

• $0.00001 — ange on which registered Common Stock, $0.00001 par value BILL The New York Stock Excha

Filing Documents

• bill-20241205.htm (8-K) — 49KB
• bill-certificateofamendmen.htm (EX-3.1) — 9KB
• 0001786352-24-000049.txt ( ) — 185KB
• bill-20241205.xsd (EX-101.SCH) — 2KB
• bill-20241205_lab.xml (EX-101.LAB) — 22KB
• bill-20241205_pre.xml (EX-101.PRE) — 13KB
• bill-20241205_htm.xml (XML) — 3KB

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

Item 5.03 Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year. As noted below, on December 5, 2024, the stockholders of BILL Holdings, Inc. (the "Company") approved a certificate of amendment (the "Certificate of Amendment") to the Company's restated certificate of incorporation, as amended, to permit the exculpation of certain officers as permitted pursuant to the Delaware General Corporation Law (the "DGCL"). On December 5, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect such amendment. A description of the Certificate of Amendment is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 25, 2024 (the "Proxy Statement") in the section entitled "Proposal No. 4 – Approval of an Amendment to Our Restated Certificate of Incorporation to Permit the Exculpation of Officers from Personal Liability for Certain Breaches of the Duty of Care," which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 5, 2024, the Company held its 2024 annual meeting of stockholders (the "Annual Meeting"). The Company's stockholders voted on four proposals at the Annual Meeting, each of which is described more fully in the Proxy Statement. At the Annual Meeting, the Company's stockholders voted on the following proposals: Proposal 1: Election of Directors. For Withheld Broker Non-Votes Aida Alvarez 65,698,214 10,544,397 11,104,170 Steven Fisher 73,935,983 2,306,628 11,104,170 Allison Mnookin 73,525,215 2,717,396 11,104,170 Alison Wagonfeld 73,649,695 2,592,916 11,104,170 Each of the four nominees for director was elected to serve until the Company's 2027 annual meeting of stockholders or until his or her successor has been duly elected and qualified. Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. For Against Abstain 87,223,516 103,499 19,766 The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers. For Against Abstain Broker Non-Votes 66,364,630 9,852,015 25,966 11,104,170 The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. Proposal 4: Approval of an Amendment to the Company's Restated Certificate of Incorporation to Permit the Exculpation of Officers from Personal Liability for Certain Breaches of the Duty of Care. For Against Abstain Broker Non-Votes 72,410,157 3,810,446 22,008 11,104,170 The stockholders approved the Certificate of Amendment to limit the liability of certain officers of the Company as permitted pursuant to the DGCL.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to Restated Certifi cate of Incorporation of BILL Holdin gs, Inc . , filed December 5, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES 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 thereunto duly authorized. BILL HOLDINGS, INC. Date: December 5, 2024 By: /s/ Ren Lacerte Ren Lacerte Chief Executive Officer

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View this 8-K filing on SEC EDGAR