Alight, Inc. / Delaware
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
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Item 5. Other Information
Trading Arrangements
During the three months ended June 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated, or modified a Rule 10b5-1 trading arrangement, or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).
Adoption of Amended and Restated Bylaws
On June 26, 2026, the Company’s Board of Directors approved an amendment and restatement of the Company’s amended and restated bylaws (as amended, the “Bylaws”), effective June 30, 2026, to, among other things, add certain procedural and informational requirements for stockholders that intend to use the advance notice provisions set forth in the Bylaws, including if such stockholder intends to use the Universal Proxy Rule under Exchange Act Rule 14a-19 (the “Universal Proxy Rule”), as further described below.
The amendments require stockholders or any proponent persons who intend to engage in a solicitation with respect to a director nomination pursuant to the Bylaws to provide to the Company (i) a statement disclosing the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and (ii) a representation that such stockholder or other proponent person, if any, intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company’s capital stock required under the Universal Proxy Rule. If any stockholder provides notice of a proposed nomination for election to the Board pursuant to the Universal Proxy Rule, the amended Bylaws require such stockholder to deliver to the Company reasonable evidence that such stockholder has met the requirements thereof. Additionally, stockholders who nominate directors for election are required to deliver written questionnaires requesting certain information from director nominees, as described in further detail in the Bylaws.
In addition, the amendments provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use by the Board of Directors.
Finally, the Bylaws set forth certain procedures for stockholders who attempt but fail to comply with the Universal Proxy Rule, including the ability of the Company to disregard any proxies or votes solicited for any related nominees.
The foregoing description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
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