Vertex Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 9B. Other Information
Second Amended and Restated Bylaws
On February 26, 2025, the Board approved and adopted the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to:
| ● | clarify that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements; |
| ● | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; |
| ● | clarify responsibility for determining whether proposals and nominations were made in compliance with the Bylaws; |
| ● | clarify procedures with respect to director nominations; |
| ● | clarify the applicable record date for stockholder action by consent; |
| ● | update provisions relating to meetings held by remote communication, access to the stockholder list, notices and other communications by means of electronic transmission. |
The complete text of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The foregoing description of the amendments reflected in the Bylaws does not purport to be complete and is qualified in its entirety by Exhibit 3.2.
Trading Plans
On December 16, 2024, John Schwab, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 60,000 shares of Class A common stock until December 18, 2026.
On November 26, 2024, Bryan Rowland, Senior Vice President & General Counsel, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 47,621 shares of Class A common stock until September 30, 2025.
Other than as described above, during the three months ended December 31, 2024, no director or officer of the Company adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.