0000718877
false
--12-31
0000718877
2023-10-13
2023-10-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 13, 2023
Activision
Blizzard, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-15839 |
|
95-4803544 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
2701
Olympic Boulevard, Building B
Santa Monica,
California |
|
90404 |
(Address
of principal executive
offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (310) 255-2000
(Former name or former address, if changed since
last report: N/A)
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 (see
General Instruction A.2. below):
|
¨ | 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 each
exchange on
which registered |
Common
Stock, par value $.000001 per share | |
ATVI | |
The
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 2.01 Completion of Acquisition or
Disposition of Assets.
On October 13, 2023 (the “Closing
Date”), Activision Blizzard, Inc., a Delaware corporation (the “Company”), completed the previously
announced transaction with Microsoft Corporation, a Washington corporation (“Parent”), pursuant to the Agreement and
Plan of Merger, dated as of January 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and among the Company, Parent and Anchorage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary
of Parent (“Merger Sub”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective
Time”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger
as a wholly owned subsidiary of Parent.
Merger Consideration
Pursuant to the Merger Agreement, at the Effective
Time, each of the Company’s issued and outstanding shares of common stock, par value $0.000001 per share (the “Shares”)
(other than Shares (i) held by the Company as treasury stock (excluding certain Shares held by a wholly owned subsidiary of the Company,
which shares remained outstanding and unaffected by the Merger), (ii) owned by Parent or Merger Sub, (iii) owned by any direct
or indirect wholly owned subsidiary of Parent or Merger Sub or (iv) held by stockholders who had neither voted in favor of adoption
of the Merger Agreement nor consented thereto in writing and who had properly and validly exercised their statutory rights of appraisal
in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law, in each case, as of immediately
prior to the Effective Time (collectively, the “Excluded Shares”)), was cancelled and automatically converted into
the right to receive $95.00 in cash (the “Merger Consideration”), without interest.
In addition, at the Effective Time:
| · | Each outstanding option to purchase Shares granted pursuant to the Company’s equity incentive plans
(each, a “Company Option”) that (i) was vested as of immediately prior to the Effective Time or (ii) became
vested by its terms upon the occurrence of the Effective Time was cancelled and converted into the right to receive the Merger Consideration
for each Share that would have been issuable upon exercise of such Company Option immediately prior to the Effective Time, less the applicable
option exercise price and any applicable withholding taxes. In the event that the exercise price per Share under any Company Option was
equal to or greater than the Merger Consideration (any such Company Option, an “Underwater Option”), such Company Option
was cancelled as of the Effective Time without payment therefor and has no further force or effect. |
| · | Each outstanding award of time-vesting restricted stock units or performance-vesting restricted stock
units granted pursuant to the Company’s equity incentive plans (each, a “Company Stock-Based Award”) that (i) was
vested as of immediately prior to the Effective Time, (ii) became vested by its terms upon the occurrence of the Effective Time or
(iii) was granted to a non-employee member of the Board of Directors of the Company, was, as of the Effective Time, cancelled and
converted into the right to receive the Merger Consideration with respect to each Share subject to such Company Stock-Based Award, less
any applicable withholding taxes. |
| · | Each Company Option that was not cancelled and converted and was not an Underwater Option, each, as described
above (each, an “Assumed Company Option”) was, as of the Effective Time, converted into a nonqualified stock option
granted pursuant to Parent’s 2001 Stock Plan, as amended and restated (the “Parent Stock Plan”), with terms and
conditions relating to vesting and exercisability to remain the same with respect to such Company Options subject to time-based vesting
and with respect to such Company Options subject to performance-based vesting, converted into time-based vesting Assumed Company Options
(determined based on target performance levels) that shall vest at the conclusion of the original performance period, and in respect of
a number of shares of common stock of Parent equal to the product (rounded down to the nearest whole share) of (i) the number of
Shares subject to such Assumed Company Option as of immediately prior to the Effective Time (determined based on target performance levels,
as applicable) multiplied by (ii) a fraction (A) the numerator of which was the Merger Consideration and (B) the denominator
of which was the volume weighted average price per share of common stock of Parent on the NASDAQ Global Select Market (“Nasdaq”)
for the five consecutive trading days ending with the last trading day ending immediately prior to the Closing Date (such fraction, the
“Exchange Ratio”), at an exercise price per share of common stock of Parent equal to (x) the exercise price of
such Company Option divided by (y) the Exchange Ratio (rounded up to the nearest whole cent). |
| · | Each Company Stock-Based Award that was not cancelled and converted as described above (each, an “Assumed Company Stock-Based
Award”) was, as of the Effective Time, converted into a stock-based award pursuant to the Parent Stock Plan, with terms and
conditions relating to vesting to remain the same with respect to such Company Stock-Based Awards subject to time-based vesting and with
respect to such Company Stock-Based Awards subject to performance-based vesting converted into time-based vesting Assumed Company Stock-Based
Awards (determined based on target performance levels) that shall vest at the conclusion of the original performance period, and in respect
of a number of shares of common stock of Parent equal to the product (rounded down to the nearest whole share) of the number of Shares
subject to such Assumed Company Stock-Based Award as of immediately prior to the Effective Time (determined based on target performance
levels, as applicable) multiplied by the Exchange Ratio. |
| · | Notwithstanding the above, generally, all Company Options and Company Stock-Based Awards that would otherwise have constituted Assumed
Company Options and Assumed Company Stock-Based Awards, respectively, and that were scheduled to vest within 120 days following the Closing
Date were accelerated and became vested as of immediately prior to the Effective Time and were treated as described in the first and second
bullets above, respectively. |
The foregoing description of the Merger Agreement
and the transactions completed pursuant thereto is not complete and is subject to, and qualified in its entirety by reference to, the
Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 19, 2022, and the Letter Agreement, dated as of July 18, 2023, by and among the Company, Parent and Merger Sub, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 19, 2023, both of which are incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in Item 2.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger,
on the Closing Date, the Company notified Nasdaq that the Merger had been consummated and that each issued and outstanding Share (other
than any Excluded Share) had been converted into the right to receive the Merger Consideration, without interest. The Company requested
that Nasdaq (i) halt trading of the Shares on Nasdaq prior to the open of trading on the Closing Date, (ii) withdraw the Shares
from listing on Nasdaq and (iii) file with the U.S. Securities and Exchange Commission (the “SEC”) a Notification
of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on Form 25 to report that the Shares are no longer listed on Nasdaq and to apply for the deregistration of the Shares
under Section 12(b) of the Exchange Act. As a result, the Shares, which previously traded under the symbol “ATVI”,
will no longer be listed on Nasdaq.
In addition, the Company intends to file a certification
on Form 15 with the SEC to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item 3.03 Material Modification to Rights
of Security Holders.
The information contained in Item 2.01, Item 3.01, Item 5.01
and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the consummation of the Merger,
at the Effective Time, holders of the Shares immediately prior to such time (except as described in Item 2.01 of this Current Report
on Form 8-K) ceased to have any rights as stockholders of the Company (other than their right to receive the Merger Consideration
pursuant to the terms of the Merger Agreement).
Item 5.01 Changes in Control of Registrant.
The information contained in Item 2.01, Item 3.01
and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger,
at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 2.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Merger and pursuant to the
Merger Agreement, each of Reveta Bowers, Kerry Carr, Robert Corti, Brian Kelly, Robert Kotick, Barry Meyer, Robert Morgado, Peter Nolan
and Dawn Ostroff resigned and ceased to be directors of the Company and members of any committee or subcommittee of the Company’s
Board of Directors as of the Effective Time, and Keith R. Dolliver and Benjamin O. Orndorff, who constituted the directors of Merger Sub
as of immediately prior to the Effective Time, became the directors of the Company.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective as
of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety. A copy
of the Fourth Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1
and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit
Number |
|
Description |
|
|
2.1* |
|
Agreement and Plan of Merger, dated as of January 18, 2022, by and among Activision Blizzard, Inc., Microsoft Corporation and Anchorage Merger Sub Inc., as amended, supplemented or otherwise modified from time to time (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2022). |
|
|
2.2 |
|
Letter Agreement, dated as of July 18, 2023, by and among Activision Blizzard, Inc., Microsoft Corporation and Anchorage Merger Sub Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2023). |
|
|
|
3.1 |
|
Fourth Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc. |
|
|
|
3.2 |
|
Sixth Amended and Restated Bylaws of Activision Blizzard, Inc. |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Activision Blizzard, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC. |
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.
|
ACTIVISION BLIZZARD, INC. |
|
|
|
|
By: |
/s/ Luci Altman |
|
|
Name: Luci Altman |
|
|
Title: Senior Vice President, Corporate Governance and Corporate Secretary |
|
|
|
|
Date: |
October 13, 2023 |
|
|
|
Exhibit 3.1
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ACTIVISION BLIZZARD, INC.
ARTICLE I
The name of the Corporation is Activision Blizzard, Inc.
ARTICLE II
The registered office of the Corporation in the State
of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 and the name of its registered agent at that address
is Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”)
or any successor statute.
ARTICLE IV
The total number of shares of capital stock which
the Corporation shall have authority to issue is 1,222,000,000 shares of common stock, par value $0.01 per share (the “Common
Stock”).
ARTICLE V
In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors, acting by majority vote, is expressly authorized to make, alter,
amend or repeal the Bylaws of the Corporation.
ARTICLE VI
Unless and except to the extent that the Bylaws of
the Corporation shall so require, election of directors of the Corporation need not be by written ballot.
ARTICLE VII
The personal liability of the directors and officers
of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102
of the DGCL, as the same may be amended and supplemented.
Any modification of this Article VII by the
stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation existing at the time of such appeal on modification.
ARTICLE VIII
The Corporation, to the fullest extent permitted
by Section 145 of the DGCL, as the same may be amended and supplemented, shall indemnify the directors and officers of the Corporation
under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section,
and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and administration of such a person.
Any modification of this Article VIII by the
stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation existing at the time of such appeal on modification.
ARTICLE IX
Unless the Corporation consents in writing to the
selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current
or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders,
(iii) any action asserting a claim arising out of or relating to any provision of the General Corporation Law of the State of Delaware
or the Corporation’s Certificate of Incorporation or bylaws (each, as in effect from time to time) or as to which the General Corporation
Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting
a claim governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware
lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall
be another state or federal court located within the State of Delaware or, if no court of the State of Delaware has jurisdiction, then
the United States District Court for the District of Delaware. Subject to the foregoing provisions of this Article IX, unless the
Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder. Failure to enforce the foregoing provisions would cause the Corporation
irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce
the foregoing provisions. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the
Corporation shall be deemed to have notice of and consented to the foregoing provisions of this Article IX. The existence of any
prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this
Article IX with respect to any current or future actions or claims.
ARTICLE X
The Corporation hereby expressly elects not to be
governed by Section 203 of the DGCL, and the restrictions contained in Section 203 of the DGCL shall not apply to the Corporation.
ARTICLE XI
If any provision or provisions of this Fourth Amended
and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any
reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining
provisions of this Fourth Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph
of this Fourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable
that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to
the fullest extent possible, the provisions of this Fourth Amended and Restated Certificate of Incorporation (including, without limitation,
each such portion of any paragraph of this Fourth Amended and Restated Certificate of Incorporation containing any such provision held
to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees
and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent
permitted by law.
* * * * *
Exhibit 3.2
SIXTH AMENDED AND RESTATED BYLAWS
OF
ACTIVISION BLIZZARD, INC.
ARTICLE I
Meetings of Stockholders
Section 1.1. Annual
Meetings. If required by applicable law, an annual meeting of stockholders of Activision Blizzard, Inc. (the
“Corporation”) shall be held for the election of directors at such date, time and place, if any, either
within or without the State of Delaware, as may be designated by resolution of the Board of Directors of the Corporation (the
“Board of Directors”) from time to time. Any other proper business may be transacted at the annual
meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the
Board of Directors.
Section 1.2. Special
Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, but
such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders
previously scheduled by the Board of Directors.
Section 1.3. Notice
of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be
given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled
to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the
case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate
of Incorporation of the Corporation (the “Certificate of Incorporation”) or these Bylaws, the notice of any
meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's
address as it appears on the records of the Corporation.
Section 1.4. Adjournments.
Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If
the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the
adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned
meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall
give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.
Section 1.5. Quorum.
Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the presence in
person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting
power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these Bylaws until a quorum shall attend.
Shares of its own stock belonging to the Corporation or to another Corporation, if a majority of the shares entitled to vote in the election
of directors of such other Corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation
to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization.
Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors, if any, or in his or her absence by the
Vice Chairperson of the Board of Directors, if any, or in his or her absence by the President, or in his or her absence by a Vice President,
or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation
by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson
of the meeting may appoint any person to act as secretary of the meeting.
Section 1.7. Voting;
Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled
to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting
power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action
in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable
power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the
Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not
be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes
cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present
shall, unless otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange
applicable to the Corporation, applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided
by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person
or by proxy and entitled to vote thereon.
Section 1.8. Fixing
Date for Determination of Stockholders of Record.
(a) In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the
record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it
fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no
record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall
also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for
determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty (60) days prior to such other action.
If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless
otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express
consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more
than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record
date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of
Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first
date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance
with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall
be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Section 1.9. List
of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record
date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall
reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible
electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during
ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of
stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof
and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic
network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided
by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required
by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.
Section 1.10. Action
By Written Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings
of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date
that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
Section 1.11. Inspectors
of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written
report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In
the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability.
The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation
outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at
the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination
of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and
ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as
is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.
Section 1.12. Conduct
of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall
have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting,
may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation
in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as
the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of
stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts
warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding
person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person
presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure.
ARTICLE II
Board of Directors
Section 2.1. Number;
Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be stockholders.
Section 2.2. Election;
Resignation; Vacancies. The Board of Directors shall initially consist of the persons named as directors in the Certificate of
Incorporation or elected by the incorporator of the Corporation, and each director so elected shall hold office until the first annual
meeting of stockholders or until his or her successor is duly elected and qualified. At the first annual meeting of stockholders and at
each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until
his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.
Any director may resign at any time upon notice to the Corporation. Unless otherwise provided by law or the Certificate of Incorporation,
any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining
members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders,
and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced
or until his or her successor is elected and qualified.
Section 2.3. Regular
Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at
such times as the Board of Directors may from time to time determine.
Section 2.4. Special
Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware
whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting
of the Board of Directors shall be given by the person or persons calling the meeting at least 24 hours before the special meeting.
Section 2.5. Telephonic
Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate
in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
Section 2.6. Quorum;
Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of
the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation,
these Bylaws or the applicable law otherwise provides (but subject to the terms of any agreement entered into by the Corporation), a majority
of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.7. Organization.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, if any, or in his or her absence
by the Vice Chairperson of the Board of Directors, if any, or in his or her absence by the President, or in their absence by a chairperson
chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.8. Action
by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission
and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee
in accordance with applicable law.
ARTICLE III
Committees
Section 3.1. Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the
extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of
the Corporation to be affixed to all papers which may require it.
Section 3.2. Committee
Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and
repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.
ARTICLE IV
Officers
Section 4.1. Officers;
Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and
Secretary, and it may, if it so determines, choose a Chairperson of the Board of Directors and a Vice Chairperson of the Board of Directors
from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer
and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer
shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her
election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. The Board of Directors may remove any officer with or without cause at any
time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any number
of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 4.2. Powers
and Duties of Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation
as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security
for the faithful performance of his or her duties.
Section 4.3. Appointing
Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors,
the Chairperson of the Board of Directors, the President or any Vice President may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled
to cast as the holder of stock or other securities in any other Corporation or other entity, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other securities of such other Corporation or other entity, or
to consent in writing, in the name of the Corporation as such holder, to any action by such other Corporation or other entity, and may
instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other
instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to
an attorney or agent may also be exercised directly by the Chairperson of the Board of Directors, the President or the Vice President.
ARTICLE V
Stock
Section 5.1. Certificates.
The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairperson or Vice Chairperson
of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any of or all the
signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date
of issue.
Section 5.2. Lost,
Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient
to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate.
ARTICLE VI
Indemnification
Section 6.1. Indemnification
Of Directors And Officers In Third Party Proceedings. Subject to the other provisions of this Article VI, the Corporation
shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”),
as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other
than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation,
or while a director of the Corporation or officer of the Corporation is or was serving at the request of the Corporation as a director,
officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such
Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such person's conduct was unlawful.
Section 6.2. Indemnification
Of Directors And Officers In Actions By Or In The Right Of The Corporation. Subject to the other provisions of this Article VI,
the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or while
a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee or agent
of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 6.3. Successful
Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described in Section 6.1 or Section 6.2, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
Section 6.4. Indemnification
Of Others. Subject to the other provisions of this Article VI, the Corporation shall have power to indemnify its employees
and its agents to the extent not prohibited by the DGCL or other applicable law. The Board of Directors shall have the power to delegate
the determination of whether employees or agents shall be indemnified to such person or persons as the Board of Directors determines.
Section 6.5. Advanced
Payment Of Expenses. Expenses (including attorneys' fees) incurred by an officer or director of the Corporation in defending any
Proceeding shall be paid by the Corporation, and expenses (including attorneys' fees) incurred by the Corporation's employees and agents
in defending any Proceeding may be paid by the Corporation, in advance of the final disposition of such Proceeding upon receipt of a written
request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to
repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VI or
the DGCL. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so
paid upon such terms and conditions, if any, as the Corporation deems reasonably appropriate and shall be subject to the Corporation's
expense guidelines. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these
Bylaws, but shall apply to any Proceeding referenced in Section 6.6(b), 6.6(c) or 6.6(e) prior to a determination that
the person is not entitled to be indemnified by the Corporation.
Section 6.6. Limitation
On Indemnification. Subject to the requirements in Section 8.3 and the DGCL, the Corporation shall not be obligated to indemnify
any person pursuant to this Article VI in connection with any Proceeding (or any part of any Proceeding):
(a) for
which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or
otherwise, except with respect to any excess beyond the amount paid;
(b) for
an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state
or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);
(c) for
any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits
realized by such person from the sale of securities of the Corporation, as required in each case under the 1934 Act (including any such
reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person
of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant
to any settlement arrangements);
(d) initiated
by such person (and not by way of defense), unless (a) the Board of Directors authorized the Proceeding (or the relevant part of
the Proceeding) prior to its initiation, (b) the Corporation provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise
required by applicable law; or
(e) if
prohibited by applicable law; provided, however, that if any provision or provisions of this Article VI shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of
this Article VI (including, without limitation, each portion of any paragraph or clause containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VI (including, without limitation,
each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
Section 6.7. Determination;
Claim. If a claim for indemnification or advancement of expenses under this Article VI is not paid in full within 90 days
after receipt by the Corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent
jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The Corporation shall indemnify such person
against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses
from the Corporation under this Article VI, to the extent such person is successful in such action, and to the extent not prohibited
by law. In any such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant
is not entitled to the requested indemnification or advancement of expenses.
Section 6.8. Non-Exclusivity
Of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate
of Incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized
to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement
of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 6.9. Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of the DGCL.
Section 6.10. Survival.
The rights to indemnification and advancement of expenses conferred by this Article VI shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 6.11. Effect
Of Repeal Or Modification. Any amendment, alteration or repeal of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.
Section 6.12. Certain
Definitions. For purposes of this Article VI, references to the “Corporation” shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting
or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving
at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the
Corporation” as referred to in this Article VI.
ARTICLE VII
Miscellaneous
Section 7.1. Fiscal
Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
Section 7.2. Seal.
The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to
time by the Board of Directors.
Section 7.3. Manner
of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation.
Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable
law, any notice to stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these
Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders
at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation.
Any stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation
of its intention to send the single notice permitted under this Section 6.3, shall be deemed to have consented to receiving such
single written notice. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.
Section 7.4. Waiver
of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted
at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified
in a waiver of notice.
Section 7.5. Form of
Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that
the records so kept can be converted into clearly legible paper form within a reasonable time.
Section 7.6. Amendment
of Bylaws. These Bylaws may be altered, amended or repealed, and new Bylaws made, by the Board of Directors, but the stockholders
may make additional Bylaws and may alter and repeal any Bylaws whether adopted by them or otherwise.
[remainder of page intentionally left blank]
v3.23.3
Cover
|
Oct. 13, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 13, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-15839
|
Entity Registrant Name |
Activision
Blizzard, Inc.
|
Entity Central Index Key |
0000718877
|
Entity Tax Identification Number |
95-4803544
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
2701
Olympic Boulevard, Building B
|
Entity Address, City or Town |
Santa Monica
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90404
|
City Area Code |
310
|
Local Phone Number |
255-2000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $.000001 per share
|
Trading Symbol |
ATVI
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Activision Blizzard (NASDAQ:ATVI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Activision Blizzard (NASDAQ:ATVI)
Historical Stock Chart
From Jul 2023 to Jul 2024