ALGN Amends Bylaws/Articles; Corporate Governance Shift

Ticker: ALGN · Form: 8-K · Filed: 2024-01-17T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, bylaws, articles-of-incorporation, 8-K

TL;DR

**ALGN just changed its corporate rulebook, potentially impacting shareholder power.**

AI Summary

ALIGN TECHNOLOGY, INC. (ALGN) filed an 8-K on January 17, 2024, reporting an event on January 15, 2024, related to amendments to its Articles of Incorporation or Bylaws. This filing indicates a change in the company's foundational rules, which could impact shareholder rights or corporate governance. Investors should understand these changes as they might affect how the company is managed and how their investment is protected.

Why It Matters

Changes to a company's bylaws or articles can alter shareholder voting rights, board structure, or other critical governance aspects, directly impacting an investor's influence and the company's operational flexibility.

Risk Assessment

Risk Level: medium — Changes to corporate governance documents can introduce new risks or opportunities, depending on the specifics of the amendments, which are not detailed in this summary filing.

Analyst Insight

A smart investor would monitor for subsequent filings (like a 10-K or proxy statement) that detail the specific amendments to ALIGN TECHNOLOGY, INC.'s Articles of Incorporation or Bylaws to understand their potential impact on corporate governance and shareholder rights.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 15, 2024.

What specific items were reported under Item 5.03 of this 8-K filing?

Item 5.03 of this 8-K filing pertains to 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year'.

What is the state of incorporation for ALIGN TECHNOLOGY, INC.?

ALIGN TECHNOLOGY, INC. is incorporated in Delaware.

What is the trading symbol and the exchange on which ALIGN TECHNOLOGY, INC.'s common stock is registered?

The trading symbol for ALIGN TECHNOLOGY, INC.'s common stock is ALGN, and it is registered on The NASDAQ Stock Market LLC (NASDAQ Global Select Market).

What is the business address and phone number of ALIGN TECHNOLOGY, INC. as stated in the filing?

The business address is 410 North Scottsdale Road, Suite 1300, Tempe, Arizona 85288, and the business phone number is (602) 742-2000.

From the Filing

0001097149-24-000003.txt : 20240117 0001097149-24-000003.hdr.sgml : 20240117 20240116174357 ACCESSION NUMBER: 0001097149-24-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240115 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALIGN TECHNOLOGY INC CENTRAL INDEX KEY: 0001097149 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 943267295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32259 FILM NUMBER: 24536244 BUSINESS ADDRESS: STREET 1: 410 NORTH SCOTTSDALE ROAD, SUITE 1300 CITY: TEMPE STATE: AZ ZIP: 85288 BUSINESS PHONE: 408-470-1000 MAIL ADDRESS: STREET 1: 410 NORTH SCOTTSDALE ROAD, SUITE 1300 CITY: TEMPE STATE: AZ ZIP: 85288 8-K 1 algn-20240115.htm 8-K algn-20240115 0001097149 false 12/31 0001097149 2024-01-15 2024-01-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 15, 2024 ALIGN TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-32259 94-3267295 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 410 North Scottsdale Road, Suite 1300 , Tempe , Arizona 85288 (Address of Principal Executive Offices) (Zip Code) ( 602 ) 742-2000 (Registrant’s telephone number, including area code) Not applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of exchange on which registered Common stock, $0.0001 par value ALGN The NASDAQ Stock Market LLC (NASDAQ Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17  CFR §240.12b-2).  Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.03      Amendment to Articles of Association or Bylaws; Change in Fiscal Year On January 15, 2024, the Board of Directors (the “ Board ”) of Align Technology, Inc. (the “ Company ”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), effective immediately. Among other changes, the Amended and Restated Bylaws: • Update certain provisions to promote consistency with the Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, relating to the universal proxy rules. • Update procedural mechanics and disclosure requirements in co

View on Read The Filing