Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 2, 2018, EverQuote, Inc. (the Company) filed a restated certificate of incorporation (the Restated Certificate) with
the Secretary of State of the State of Delaware in connection with the closing of the Companys initial public offering (the IPO). The Companys board of directors and stockholders approved the Restated Certificate to be filed
in connection with, and to be effective upon, the closing of the IPO.
The Restated Certificate amends and restates the Companys certificate of
incorporation in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 250,000,000 shares, of which 220,000,000 shares are designated as Class A Common Stock, and 30,000,000 shares are
designated as Class B Common Stock; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the
Companys board of directors in one or more series; (iv) provide that (a) prior to the first date after the effectiveness of the Restated Certificate on which the Link-Controlled Shares (as defined in the Restated Certificate)
represent less than a majority of the voting power of the then-outstanding shares of Class A Common Stock and Class B Common Stock in an election of directors (such date, the
Threshold Date
), directors may be removed
from office with or without cause by the affirmative vote or written consent of a majority of the votes that all of the Companys stockholders would be entitled to cast in an election of directors, and (b) from and after the Threshold
Date, directors may be removed only for cause and only by the affirmative vote of the holders of a majority of the votes that all of the Companys stockholders would be entitled to cast in an election of directors; (v) provide that any
vacancies or newly created directorships on the board of directors, however occurring, may be filled (a) prior to the Threshold Date, either by the affirmative vote or written consent of the holders of a majority of the votes that all of the
Companys stockholders would be entitled to cast in an election of directors, or by the vote of a majority of the directors then in office or by a written consent of all directors then in office, and (b) from and after the Threshold Date,
only by vote of a majority of directors then in office or by written consent of all directors then in office, and shall not be filled by stockholders; (vi) provide that (a) prior to the Threshold Date, the Companys stockholders may
take action either by written consent in lieu of a meeting or at a duly held annual or special meeting of stockholders, and special meetings of stockholders may be called at any time either upon the affirmative vote or written consent of the holders
of a majority of the votes that all the stockholders would be entitled to cast in an election of directors, or by the board of directors, and (b) from and after the Threshold Date, the Companys stockholders may not take action by written
consent in lieu of a meeting or call special meetings of stockholders; (vii) provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery for the State of Delaware does not have jurisdiction, the federal district
court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of
fiduciary duty owed by any director, officer or other employee or stockholder of the Company to the Company or its stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law or as to which
the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery or (d) any action asserting a claim arising pursuant to any provision of the Restated Certificate or bylaws of the Company or governed by the
internal affairs doctrine; and (viii) provide that the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act of 1933.
The foregoing description of the amendments made by the Restated Certificate is qualified by reference to the
Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On July 2, 2018, in connection
with the closing of the IPO, amended and restated bylaws of the Company (the Amended and Restated Bylaws), as approved by the Companys board of directors to become effective immediately following the closing of the IPO, became
effective. The Amended and Restated Bylaws amend and restate the Companys bylaws in their entirety to, among other things: (i) eliminate the ability, from and after the Threshold Date, of the Companys stockholders to take action by
written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination
of directors; and (iv) conform to the provisions of the Restated Certificate.
The foregoing description of the amendments made in the Amended and
Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.