Roblox Corp
For the period ended May 29, 2025. Filed Apr 17, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 17, 2025
RBLX$49.30+3.5%Stored close · as of Nov 6, 2026
Contents
APPENDIX D:
AMENDED AND RESTATED BYLAWS OF
(initially adopted on April 6, 2004)
(as amended on September 14, 2023)
TABLE OF CONTENTS
| | | Page |
| | | |
| ARTICLE I - CORPORATE OFFICES | D-4 | |
| 1.1 | REGISTERED OFFICE | D-4 |
| 1.2 | OTHER OFFICES | D-4 |
| ARTICLE II - MEETINGS OF STOCKHOLDERS | D-4 | |
| 2.1 | PLACE OF MEETINGS | D-4 |
| 2.2 | ANNUAL MEETING | D-4 |
| 2.3 | SPECIAL MEETING | D-4 |
| 2.4 | ADVANCE NOTICE PROCEDURES | D-5 |
| 2.5 | NOTICE OF STOCKHOLDERS’ MEETINGS | D-10 |
| 2.6 | QUORUM | D-10 |
| 2.7 | ADJOURNED MEETING; NOTICE | D-10 |
| 2.8 | CONDUCT OF BUSINESS | D-11 |
| 2.9 | VOTING | D-11 |
| 2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING | D-11 |
| 2.11 | RECORD DATES | D-11 |
| 2.12 | PROXIES | D-12 |
| 2.13 | LIST OF STOCKHOLDERS ENTITLED TO VOTE | D-12 |
| 2.14 | INSPECTORS OF ELECTION | D-12 |
| ARTICLE III - DIRECTORS | D-13 | |
| 3.1 | POWERS | D-13 |
| 3.2 | NUMBER OF DIRECTORS | D-13 |
| 3.3 | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS | D-13 |
| 3.4 | RESIGNATION AND VACANCIES | D-13 |
| 3.5 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE | D-13 |
| 3.6 | REGULAR MEETINGS | D-14 |
| 3.7 | SPECIAL MEETINGS; NOTICE | D-14 |
| 3.8 | QUORUM; VOTING | D-14 |
| 3.9 | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING | D-14 |
| 3.10 | FEES AND COMPENSATION OF DIRECTORS | D-15 |
| 3.11 | REMOVAL OF DIRECTORS | D-15 |
| ARTICLE IV - COMMITTEES | D-15 | |
| 4.1 | COMMITTEES OF DIRECTORS | D-15 |
| 4.2 | COMMITTEE MINUTES | D-15 |
| 4.3 | MEETINGS AND ACTION OF COMMITTEES | D-15 |
| 4.4 | SUBCOMMITTEES | D-16 |
| ARTICLE V – OFFICERS | D-16 | |
| 5.1 | OFFICERS | D-16 |
| 5.2 | APPOINTMENT OF OFFICERS | D-16 |
| 5.3 | SUBORDINATE OFFICERS | D-16 |
| 5.4 | REMOVAL AND RESIGNATION OF OFFICERS | D-16 |
| 5.5 | VACANCIES IN OFFICES | D-16 |
| 5.6 | REPRESENTATION OF SECURITIES OF OTHER ENTITIES | D-17 |
| 5.7 | AUTHORITY AND DUTIES OF OFFICERS | D-17 |
| ARTICLE VI – STOCK | D-17 | |
| 6.1 | STOCK CERTIFICATES; PARTLY PAID SHARES | D-17 |
| 6.2 | SPECIAL DESIGNATION ON CERTIFICATES | D-17 |
| 6.3 | LOST CERTIFICATES | D-18 |
| 6.4 | DIVIDENDS | D-18 |
| 6.5 | TRANSFER OF STOCK | D-18 |
| 6.6 | STOCK TRANSFER AGREEMENTS | D-18 |
| 6.7 | REGISTERED STOCKHOLDERS | D-18 |
| ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER | D-18 | |
| 7.1 | NOTICE OF STOCKHOLDERS’ MEETINGS | D-18 |
| 7.2 | NOTICE TO STOCKHOLDERS SHARING AN ADDRESS | D-18 |
| 7.3 | NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL | D-19 |
| 7.4 | WAIVER OF NOTICE | D-19 |
| ARTICLE VIII – INDEMNIFICATION | D-19 | |
| 8.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS | D-19 |
| 8.2 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE COMPANY | D-19 |
| 8.3 | SUCCESSFUL DEFENSE | D-20 |
| 8.4 | INDEMNIFICATION OF OTHERS | D-20 |
| 8.5 | ADVANCED PAYMENT OF EXPENSES | D-20 |
| 8.6 | LIMITATION ON INDEMNIFICATION | D-20 |
| 8.7 | DETERMINATION; CLAIM | D-21 |
| 8.8 | NON-EXCLUSIVITY OF RIGHTS | D-21 |
| 8.9 | INSURANCE | D-21 |
| 8.10 | SURVIVAL | D-21 |
| 8.11 | EFFECT OF REPEAL OR MODIFICATION | D-21 |
| 8.12 | CERTAIN DEFINITIONS | D-22 |
| ARTICLE IX - GENERAL MATTERS | D-22 | |
| 9.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS | D-22 |
| 9.2 | FISCAL YEAR | D-22 |
| 9.3 | SEAL | D-22 |
| 9.4 | CONSTRUCTION; DEFINITIONS | D-22 |
| 9.5 | FORUM SELECTION | D-22 |
| ARTICLE X - AMENDMENTS | D-23 | |
| | | |
BYLAWS
OF
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.