Rimini Street Files 8-K on Security Holder Rights and Bylaws
Ticker: RMNI · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1635282
| Field | Detail |
|---|---|
| Company | Rimini Street, Inc. (RMNI) |
| Form Type | 8-K |
| Filed Date | Jun 7, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, bylaws, security-holders
TL;DR
Rimini Street filed an 8-K detailing changes to security holder rights and corporate bylaws.
AI Summary
Rimini Street, Inc. filed an 8-K on June 7, 2024, reporting on several key events. These include material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits, with the fiscal year ending on December 31.
Why It Matters
This 8-K filing indicates significant corporate governance activities and potential changes affecting Rimini Street's security holders, requiring attention from investors.
Risk Assessment
Risk Level: medium — The filing involves changes to corporate governance and security holder rights, which can introduce uncertainty or impact shareholder value.
Key Players & Entities
- Rimini Street, Inc. (company) — Registrant
- GP Investments Acquisition Corp. (company) — Former Company Name
- June 7, 2024 (date) — Date of Report
- December 31 (date) — Fiscal Year End
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text excerpt.
What were the key amendments to Rimini Street's articles of incorporation or bylaws?
The filing states that amendments to articles of incorporation or bylaws were made, but the specific content of these amendments is not detailed in the provided text.
What matters were submitted to a vote of security holders?
The 8-K reports the submission of matters to a vote of security holders, however, the specific matters voted upon are not detailed in this excerpt.
When does Rimini Street's fiscal year end?
Rimini Street's fiscal year ends on December 31.
What was Rimini Street's former company name?
Rimini Street, Inc.'s former company name was GP Investments Acquisition Corp.
Filing Stats: 995 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2024-06-07 16:07:07
Key Financial Figures
- $0.0001 — ch registered: Common Stock, par value $0.0001 per share RMNI The Nasdaq Global Market
Filing Documents
- rmni-20240607.htm (8-K) — 54KB
- rmni-amendmenttoarcertific.htm (EX-3.1) — 13KB
- 0001635282-24-000129.txt ( ) — 234KB
- rmni-20240607.xsd (EX-101.SCH) — 2KB
- rmni-20240607_def.xml (EX-101.DEF) — 16KB
- rmni-20240607_lab.xml (EX-101.LAB) — 27KB
- rmni-20240607_pre.xml (EX-101.PRE) — 16KB
- rmni-20240607_htm.xml (XML) — 3KB
03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated into this Item 3.03 by reference.
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 As disclosed in Item 5.07 below, on June 6, 2024, at the 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of Rimini Street, Inc. (the " Company "), upon the recommendation of the Company's Board of Directors (the " Board "), the Company's stockholders approved an amendment (the " Amendment ") to the Company's Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to include the exculpation of officers as permitted by Delaware law, as further described in "Proposal No. 2 — Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Include the Exculpation of Officers as Permitted by Delaware Law" on pages 23-24 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the " 2024 Proxy Statement ") and previously approved by the Board. The Company filed a Certificate of Amendment (the " Certificate of Amendment ") to its Certificate of Incorporation with the State of Delaware Department of State: Division of Corporations following the adjournment of the Annual Meeting on June 6, 2024 to reflect the Amendment, which became effective upon filing of the Certificate of Amendment. The foregoing description of the Certificate of Amendment 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 and is incorporated into this Item 5.03 by reference.
07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 6, 2024, the Company held its 2024 Annual Meeting virtually via live audio webcast. A total of 90,390,469 shares of common stock, par value $0.0001 per share (" Common Stock "), were issued and outstanding and entitled to vote as of April 15, 2024, the record date for the Annual Meeting. There were 80,880,828 shares of Common Stock represented in person or by proxy at the Annual Meeting (representing approximately 89.5% of the voting power of the Company's outstanding capital stock), constituting a quorum. The stockholders were asked to vote on four proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, as further described in the 2024 Proxy Statement, and the final voting results for each such proposal: Proposal 1 : Election of one Class I director nominee, to hold office until the 2027 annual meeting of stockholders and until his successor is elected and qualified: Nominees For Withheld Broker Non-Votes Jack L. Acosta 60,791,110 12,342,952 7,746,766 Proposal 2 : Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Include the Exculpation of Officers as Permitted by Delaware Law: For Against Abstain Broker Non-Votes 69,785,882 3,234,055 114,125 7,746,766 Proposal 3 : Non-binding, advisory vote on the compensation of the Company's Named Executive Officers, as further described in the Notice and Proxy Statement distributed in advance of the Annual Meeting (Say-on-Pay Vote): For Against Abstain Broker Non-Votes 68,575,052 2,668,349 1,890,661 7,746,766 1 Proposal 4 : Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024: For Against Abstain Broker Non-Votes 80,766,983 104,252 9,593 0
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit No . Exhibit Title 3.1 Certificate of Amendment Dated J une 6, 2024 to the Amended and Restated Certificate of Incorporation of Rimini Street, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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 hereunto duly authorized. RIMINI STREET, INC. Dated: June 7, 2024 By: /s/ Seth A. Ravin Name: Seth A. Ravin Title: President and Chief Executive Officer 3