BILL Holdings Inc

We completed our initial public offering in December 2019, and our corporate governance profile, which contains certain protections against sudden changes instigated by opportunistic third parties, is generally consistent with that of many other recently-public technology companies. That said, we are mindful of stockholder perspectives on these issues.

Every fall since 2021, members of our Board and management team have undertaken extensive outreach efforts to gather stockholder feedback, identify key areas of focus and inform the Board’s future decisions (see “Compensation Discussion and Analysis—Executive Summary—Stockholder Engagement”). A consistent theme across this engagement has been that while many of our stockholders accept our current corporate governance profile and recognize that there are some circumstances in which certain governance features may be beneficial, they also expect our governance profile to evolve over time.

Consistent with stockholder feedback, we intend to sunset certain of our protective provisions and give stockholders greater ability to influence our governance directly on a phased basis in coming years. To that end, our Nominating and Corporate Governance Committee annually conducts a full review of our governing documents towards determining the appropriate path forward for sunsetting certain of our protective provisions.