Toast, Inc. Doubles Authorized Shares, Reports Annual Meeting Results

TL;DR

Toast just doubled its stock to 2B shares and confirmed its board at the annual meeting.

AI Summary

On June 6, 2024, Toast, Inc. filed an 8-K report detailing several key events. The company announced the adoption of an amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock from 1,000,000,000 to 2,000,000,000. Additionally, Toast reported on the results of its 2024 Annual Meeting of Stockholders, including the election of directors and the ratification of its independent registered public accounting firm.

Why It Matters

The increase in authorized shares could signal future capital raising or stock-based compensation plans, while the annual meeting results confirm shareholder confidence in current leadership and governance.

Risk Assessment

Risk Level: medium — Increasing authorized shares can be a precursor to dilution or significant corporate actions, requiring investor vigilance.

Key Numbers

• 2,000,000,000 — Authorized Shares (Increased from 1,000,000,000 to facilitate future corporate actions.)

Key Players & Entities

• Toast, Inc. (company) — Registrant
• June 6, 2024 (date) — Date of earliest event reported
• 1,000,000,000 (dollar_amount) — Previous authorized shares of common stock
• 2,000,000,000 (dollar_amount) — New authorized shares of common stock
• 2024 Annual Meeting of Stockholders (event) — Meeting reported on

FAQ

Key Financial Figures

• $0.000001 — tered Class A common stock, par value $0.000001 per share TOST New York Stock Exchange

Filing Documents

• tost-20240606.htm (8-K) — 45KB
• charteramendment-officerex.htm (EX-3.1) — 13KB
• 0001650164-24-000211.txt ( ) — 187KB
• tost-20240606.xsd (EX-101.SCH) — 2KB
• tost-20240606_lab.xml (EX-101.LAB) — 22KB
• tost-20240606_pre.xml (EX-101.PRE) — 13KB
• tost-20240606_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 June 6, 2024, as described below, upon the recommendation of the Board of Directors of Toast, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to include an officer exculpation provision to limit the liability of certain officers of the Company as permitted by Delaware law. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on June 6, 2024. A description of the Officer Exculpation Amendment is set forth on page 66 of the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 23, 2024, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein 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 annual meeting of stockholders via live audio webcast (the "Annual Meeting"). The stockholders of the Company voted on the following four proposals at the Annual Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the SEC on April 23, 2024: Proposal One: Election of Directors The Company's stockholders elected each of Stephen Fredette, Aman Narang, and Deval L. Patrick as a Class III director of the Company's board of directors for a three-year term expiring at the Company's 2027 Annual Meeting of Stockholders and until such director's respective successor is duly elected and qualified, or such director's earlier death, resignation or removal. The results of the vote were as follows: Nominee For Withheld Broker Non-Votes Stephen Fredette 1,340,939,003 24,615,473 66,445,793 Aman Narang 1,346,695,266 18,859,210 66,445,793 Deval L. Patrick 1,298,619,447 66,935,029 66,445,793 Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows: For Against Abstain Broker Non-Votes 1,430,539,263 1,035,955 425,051 0 Proposal Three: Advisory Vote on Compensation of Named Executive Officers The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2023, as disclosed in the Company's proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows: For Against Abstain Broker Non-Votes 1,322,219,594 42,867,144 467,738 66,445,793 Proposal Four: Approval of an Amendment to our Amend

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation o f Toast, Inc. dated June 6 , 2024 . 104 Cover Page Interactive Data File (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 hereunto duly authorized. Date: June 10, 2024 TOAST, INC. By: /s/ Brian R. Elworthy Name: Brian R. Elworthy Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR