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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)
On September 28, 2020, the Board of Directors (the “Board”) of Bill.com Holdings, Inc. (the “Company”) appointed Colleen Taylor to serve as a director of the Company and as a member of the Audit Committee of the Board, in each case, effective September 28, 2020. Ms. Taylor will serve as a Class I director whose term will expire at the Company’s 2020 annual meeting of stockholders and until Ms. Taylor’s successor shall have been duly elected and qualified, or until Ms. Taylor’s earlier death, resignation, disqualification or removal. In addition, effective upon the expiration of his term at the 2020 annual meeting of stockholders, Thomas Mawhinney, a current Class I director, will no longer serve on the Board.
There is no arrangement or understanding between Ms. Taylor and any other persons pursuant to which Ms. Taylor was selected as a director. Ms. Taylor has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Taylor’s compensation will be pursuant to the Company’s director compensation program, as described in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2020 (File No. 333-239015).
Ms. Taylor has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on November 15, 2019 (File No. 333-234730).
On September 28, 2020, the Board also appointed Allie Kline to serve as a director of the Company, effective September 28, 2020. Ms. Kline will serve as a Class III director whose term will expire at the Company’s 2022 annual meeting of stockholders and until Ms. Kline’s successor shall have been duly elected and qualified, or until Ms. Kline’s earlier death, resignation, disqualification or removal.
There is no arrangement or understanding between Ms. Kline and any other persons pursuant to which Ms. Kline was selected as a director. Ms. Kline has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Kline’s compensation will be pursuant to the Company’s director compensation program, as described in the Company’s Registration Statement on Form S-1 filed with the Commission on June 8, 2020 (File No. 333-239015).
Ms. Kline has also entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on November 15, 2019 (File No. 333-234730).
In addition to their Board service, each of Ms. Taylor and Ms. Kline were appointed by the Board to serve on the Audit Committee of the Board, effective September 28, 2020.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 29, 2020, the Board amended and restated the Company’s restated bylaws (the “Amended and Restated Bylaws”) to adopt a new Article XI, Exclusive Forum, a provision designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended.
The foregoing summary and description of the provision of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.