Form 8-K - Current report

6220 America Center Drive, Suite 100San JoseCalifornia0001786352FALSE06-3000017863522024-12-052024-12-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2024

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BILL Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware			001-39149			83-2661725
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
6220 America Center Drive, Suite 100 San Jose, California						95002
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

(Former Name or Former Address, if Changed Since Last Report)

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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:

☐			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, $0.00001 par value

BILL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

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Item 5.03 Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.

As noted below, on December 5, 2024, the stockholders of BILL Holdings, Inc. (the “Company”) approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s restated certificate of incorporation, as amended, to permit the exculpation of certain officers as permitted pursuant to the Delaware General Corporation Law (the “DGCL”). On December 5, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect such amendment.

A description of the Certificate of Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 25, 2024 (the “Proxy Statement”) in the section entitled “Proposal No. 4 – Approval of an Amendment to Our Restated Certificate of Incorporation to Permit the Exculpation of Officers from Personal Liability for Certain Breaches of the Duty of Care,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 5, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described more fully in the Proxy Statement.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

Proposal 1: Election of Directors.

			For						Withheld						Broker Non-Votes
Aida Alvarez			65,698,214						10,544,397						11,104,170
Steven Fisher			73,935,983						2,306,628						11,104,170
Allison Mnookin			73,525,215						2,717,396						11,104,170
Alison Wagonfeld			73,649,695						2,592,916						11,104,170

Each of the four nominees for director was elected to serve until the Company’s 2027 annual meeting of stockholders or until his or her successor has been duly elected and qualified.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.     

For						Against						Abstain
87,223,516						103,499						19,766

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025.

Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

For						Against						Abstain						Broker Non-Votes
66,364,630						9,852,015						25,966						11,104,170

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal 4: Approval of an Amendment to the Company's Restated Certificate of Incorporation to Permit the Exculpation of Officers from Personal Liability for Certain Breaches of the Duty of Care.

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For						Against						Abstain						Broker Non-Votes
72,410,157						3,810,446						22,008						11,104,170

The stockholders approved the Certificate of Amendment to limit the liability of certain officers of the Company as permitted pursuant to the DGCL.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number						Description
3.1						Certificate of Amendment to Restated Certificate of Incorporation of BILL Holdings, Inc., filed December 5, 2024.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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 thereunto duly authorized.

									BILL HOLDINGS, INC.
Date:			December 5, 2024			By:			/s/ René Lacerte
									René Lacerte Chief Executive Officer

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

BILL HOLDINGS, INC.

BILL Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

1. The Corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 16, 2019, under the name Bill.com Holdings, Inc., as amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on February 17, 2023 (as amended to the date hereof, the “Certificate of Incorporation”).

2. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Second Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation.

3. Pursuant to Section 242 of the DGCL, the Board of Directors of the Corporation has duly adopted this Second Certificate of Amendment, and the holders of the requisite number of shares of capital stock of the Corporation have approved this Second Certificate of Amendment.

4. Article VII of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“ARTICLE VII: DIRECTOR AND OFFICER LIABILITY

1. Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

2. Change in Rights. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.”

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IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 5th day of December, 2024.

By: /s/ René Lacerte

Name: René Lacerte

Title: Chief Executive Officer

Cover	Dec. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	BILL Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39149
Entity Tax Identification Number	83-2661725
Entity Address, Address Line One	6220 America Center Drive, Suite 100
Entity Address, State or Province	CA
Entity Address, City or Town	San Jose
Entity Address, Postal Zip Code	95002
City Area Code	650
Local Phone Number	621-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	BILL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001786352
Amendment Flag	false
Current Fiscal Year End Date	--06-30

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