Aurora Innovation, Inc 8-K, filed Nov 3, 2023
Aurora Innovation, Inc. (AUR)
8-K
2023-11-03
For: 2023-11-03
View Original
Added on
April 08, 2026
About this 8-K
Aurora Innovation, Inc filed this 8-K on November 3, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.05: Code of ethics change or waiver
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(888 ) 583-9506
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ☐
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 3, 2023, in connection with a periodic review of the Company’s bylaws as currently in effect, the Company’s board of directors (the “Board”), acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee, approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), to be effective on November 3, 2023.
The Amended and Restated Bylaws, among other things:
•update and revise the advance notice procedures for the nomination of directors or the proposal of other business at stockholder meetings, including by adding a requirement that a stockholder seeking to nominate director(s) at a meeting of stockholders provide to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, no later than five business days before the meeting;
•revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law, as recently amended (the “DGCL”);
•remove references to a lock-up of certain shares of stock, which had already expired by its terms;
•updates the forum selection provisions that govern certain categories of disputes relating to the Company;
•update various provisions regarding directors, Board committees and officers; and
•make various updates throughout to conform to current Delaware law (including the recent amendments to the DGCL) and to make ministerial changes, clarifications, and other conforming revisions.
The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.05 Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On November 3, 2023, the Board, acting upon the recommendation of the Board’s Audit Committee, approved and adopted an amended and restated Code of Conduct and Ethics (the “Code of Ethics”). The Code of Ethics applies to all directors, officers, and employees of the Company and its subsidiaries, as well as Company contractors, consultants, advisors, and agents. The Code of Ethics amends and restates the Company’s prior code of conduct and ethics to, among other things, update certain compliance and reporting procedures and protected categories in response to legislative developments.
The foregoing description of the Code of Ethics is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the Code of Ethics is available on the Company’s website at https://ir.aurora.tech/. The Company intends to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or its directors on its website identified above or in a current report on Form 8-K. Information contained on the website is not incorporated by reference herein and should not be considered to be part of this Current Report on Form 8-K. The inclusion of the Company’s website address in this Current Report on Form 8-K is an inactive textual reference only.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 14.1 | ||||||||
| 104 | Cover Page Interactive Data File. | |||||||
SIGNATURE
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, hereunto duly authorized.
Dated: November 3, 2023
AURORA INNOVATION, INC. | ||||||||
| By: | /s/ David Maday | |||||||
| Name: | David Maday | |||||||
| Title: | Chief Financial Officer | |||||||
AMENDED AND RESTATED BYLAWS OF AURORA INNOVATION, INC. (as amended on November 3, 2023) Exhibit 3.1
TABLE OF CONTENTS Page ARTICLE I —CORPORATE OFFICES ............................................................................................. 1 1.1 REGISTERED OFFICE ............................................................................................... 1 1.2 OTHER OFFICES ........................................................................................................ 1 ARTICLE II —MEETINGS OF STOCKHOLDERS .......................................................................... 1 2.1 PLACE OF MEETINGS .............................................................................................. 1 2.2 ANNUAL MEETING ................................................................................................... 1 2.3 SPECIAL MEETING ................................................................................................... 1 2.4 ADVANCE NOTICE PROCEDURES ........................................................................ 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS ......................................................... 10 2.6 QUORUM ................................................................................................................... 10 2.7 ADJOURNED MEETING; NOTICE ......................................................................... 10 2.8 CONDUCT OF BUSINESS ....................................................................................... 11 2.9 VOTING ..................................................................................................................... 11 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING ................................................................................................................... 11 2.11 RECORD DATES ...................................................................................................... 12 2.12 PROXIES .................................................................................................................... 12 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE ............................................... 13 2.14 INSPECTORS OF ELECTION .................................................................................. 13 ARTICLE III —DIRECTORS ........................................................................................................... 13 3.1 POWERS .................................................................................................................... 13 3.2 NUMBER OF DIRECTORS ...................................................................................... 13 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS ........ 14 3.4 RESIGNATION AND VACANCIES ........................................................................ 14 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE ........................................ 14 3.6 REGULAR MEETINGS ............................................................................................ 14 3.7 SPECIAL MEETINGS; NOTICE .............................................................................. 15 3.8 QUORUM; VOTING ................................................................................................. 15 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING ............... 15 3.10 FEES AND COMPENSATION OF DIRECTORS .................................................... 16 3.11 REMOVAL OF DIRECTORS ................................................................................... 16 ARTICLE IV —COMMITTEES ....................................................................................................... 16 4.1 COMMITTEES OF DIRECTORS ............................................................................. 16 4.2 COMMITTEE MINUTES .......................................................................................... 16 4.3 MEETINGS AND ACTION OF COMMITTEES ..................................................... 17 4.4 SUBCOMMITTEES ................................................................................................... 17
2 ARTICLE V —OFFICERS ................................................................................................................ 17 5.1 OFFICERS .................................................................................................................. 17 5.2 APPOINTMENT OF OFFICERS .............................................................................. 18 5.3 SUBORDINATE OFFICERS ..................................................................................... 18 5.4 REMOVAL AND RESIGNATION OF OFFICERS ................................................. 18 5.5 VACANCIES IN OFFICES ....................................................................................... 18 5.6 REPRESENTATION OF SECURITIES OF OTHER ENTITIES ............................. 18 5.7 AUTHORITY AND DUTIES OF OFFICERS .......................................................... 19 ARTICLE VI —STOCK .................................................................................................................... 19 6.1 STOCK CERTIFICATES; PARTLY PAID SHARES .............................................. 19 6.2 SPECIAL DESIGNATION ON CERTIFICATES ..................................................... 19 6.3 LOST CERTIFICATES .............................................................................................. 20 6.4 DIVIDENDS ............................................................................................................... 20 6.5 TRANSFER OF STOCK ............................................................................................ 20 6.6 STOCK TRANSFER AGREEMENTS ...................................................................... 20 6.7 REGISTERED STOCKHOLDER .............................................................................. 21 ARTICLE VII —MANNER OF GIVING NOTICE AND WAIVER ............................................... 21 7.1 NOTICE OF STOCKHOLDERS’ MEETINGS ......................................................... 21 7.2 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS .................................. 21 7.3 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL ..................................................................................................................................... 21 7.4 WAIVER OF NOTICE ............................................................................................... 21 ARTICLE VIII —INDEMNIFICATION ........................................................................................... 22 8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS ......................................................................................................... 22 8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION ....................................................... 22 8.3 SUCCESSFUL DEFENSE ......................................................................................... 23 8.4 INDEMNIFICATION OF OTHERS .......................................................................... 23 8.5 ADVANCE PAYMENT OF EXPENSES .................................................................. 23 8.6 LIMITATION ON INDEMNIFICATION ................................................................. 23 8.7 DETERMINATION; CLAIM .................................................................................... 24 8.8 NON-EXCLUSIVITY OF RIGHTS ........................................................................... 24 8.9 INSURANCE .............................................................................................................. 25 8.10 SURVIVAL ................................................................................................................ 25 8.11 EFFECT OF REPEAL OR MODIFICATION ........................................................... 25 8.12 CERTAIN DEFINITIONS ......................................................................................... 25 ARTICLE IX —GENERAL MATTERS ........................................................................................... 26 9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS ............... 26 9.2 FISCAL YEAR ........................................................................................................... 26 9.3 SEAL........................................................................................................................... 26 9.4 CONSTRUCTION; DEFINITIONS ........................................................................... 26
3 ARTICLE X —AMENDMENTS ....................................................................................................... 26 ARTICLE XI —EXCLUSIVE FORUM ............................................................................................ 27
AMENDED AND RESTATED BYLAWS OF AURORA INNOVATION, INC. ARTICLE I—CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Aurora Innovation, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES The Corporation may at any time establish other offices at any place or places. ARTICLE II—MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS Meetings of stockholders shall be held at a place, if any, within or outside the State of Delaware, designated by the board of directors of the Corporation (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”) or any successor legislation. In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office. 2.2 ANNUAL MEETING The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware, as the Board shall designate from time to time and stated in the Corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The Board, acting pursuant to a resolution adopted by a majority of the Whole Board or the chairperson of the meeting, may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders. For purposes of these bylaws, the term “Whole Board” shall mean the total number of authorized directorships whether or not there exist any vacancies or unfilled seats in previously authorized directorships (provided for the avoidance of doubt that voting power shall be attributed to any such vacancies or unfilled seats). 2.3 SPECIAL MEETING A special meeting of the stockholders, other than as required by statute, may be called at any time by the Board, acting pursuant to a resolution adopted by a majority of the Whole Board, the chairperson of the Board, the chief executive officer or the president, but a special meeting may not be called by any other person or persons, and any power of stockholders to call a special
2 meeting of stockholders is specifically denied. The Board, acting pursuant to a resolution adopted by a majority of the Whole Board, or the chairperson of the meeting may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of a majority of the Whole Board, chairperson of the Board, chief executive officer or president. Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 ADVANCE NOTICE PROCEDURES Annual Meetings of Stockholders. Nominations of persons for election to the Board or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (1) pursuant to the Corporation’s notice of meeting (or any supplement thereto); (2) by or at the direction of the Board, or any committee thereof that has been formally delegated authority to nominate such persons or propose such business pursuant to a resolution adopted by a majority of the Whole Board; (3) as may be provided in the certificate of designations for any class or series of preferred stock; or (4) by any stockholder of the Corporation who (A) is a stockholder of record at the time of giving of the notice contemplated by Section 2.4(i)(b); (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting; (C) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting; (D) is a stockholder of record at the time of the annual meeting; and (E) complies with the procedures set forth in this Section 2.4(i). For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (4) of Section 2.4(i)(a), the stockholder must have given timely notice in writing to the secretary and any such nomination or proposed business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the Corporation no earlier than 8:00 a.m., Eastern time, on the 120th day and no later than 5:00 p.m., Eastern time, on the 90th day prior to the day of the first anniversary of the preceding year’s annual meeting of stockholders as first specified in the Corporation’s notice of such annual meeting (without regard to any adjournment, rescheduling, postponement or other delay of such annual meeting occurring after such notice was first sent). However, if no annual meeting of stockholders was held in the preceding year, or if the date of the annual meeting for the current year has been changed by more than 25 days from the first anniversary of the preceding year’s annual meeting, then to be timely such notice must be received by the secretary at the principal executive offices of the Corporation no earlier than 8:00 a.m., Eastern time, on the 120th day prior to the day of the annual meeting and no later than 5:00 p.m., Eastern time, on the later of the 90th day prior to the day of the annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the annual meeting was first
3 made by the Corporation. In no event will the adjournment, rescheduling, postponement or other delay of any annual meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. In no event may a stockholder provide notice with respect to a greater number of director candidates than there are director seats subject to election by stockholders at the annual meeting. If the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board at least 10 days before the last day that a stockholder may deliver a notice of nomination pursuant to the foregoing provisions, then a stockholder’s notice required by this Section 2.4(i)(b) will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the secretary at the principal executive offices of the Corporation no later than 5:00 p.m., Eastern time, on the 10th day following the day on which such public announcement is first made. “Public announcement” means disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (as amended and inclusive of rules and regulations thereunder, the “1934 Act”) or by such other means as is reasonably designed to inform the public or stockholders of the Corporation in general of such information, including, without limitation, posting on the Corporation’s investor relations website. A stockholder’s notice to the secretary must set forth: (1) as to each person whom the stockholder proposes to nominate for election as a director: a) such person’s name, age, business address, residence address and principal occupation or employment; b) the class and number of shares of the Corporation that are held of record or are beneficially owned by such person and any (x) Derivative Instruments (defined below) held or beneficially owned by such person, including the full notional amount of any securities that, directly or indirectly, underlie any Derivative Instrument; and (y) other agreement, arrangement or understanding that has been made the effect or intent of which is to create or mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of such person with respect to the Corporation’s securities; c) all information relating to such person that is required to be disclosed in connection with solicitations of proxies for the contested election of directors, or is otherwise required, in each case pursuant to Section 14 of the 1934 Act; d) such person’s written consent (x) to being named as a nominee of such stockholder, (y) to being named in the Corporation’s form of proxy pursuant to Rule 14a-19 under the 1934 Act (“Rule 14a-19”) and (z) to serving as a director of the Corporation if elected; e) any direct or indirect compensatory, payment, indemnification or other financial agreement, arrangement or understanding that such person has, or
4 has had within the past three years, with any person or entity other than the Corporation (including the amount of any payment or payments received or receivable thereunder), in each case in connection with candidacy or service as a director of the Corporation (a “Third-Party Compensation Arrangement”); and f) a description of any other material relationships between such person and such person’s respective affiliates and associates, or others acting in concert with them, on the one hand, and such stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert with them, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder, beneficial owner, affiliate or associate were the “registrant” for purposes of such rule and such person were a director or executive officer of such registrant; (2) as to any other business that the stockholder proposes to bring before the annual meeting: a) a brief description of the business desired to be brought before the annual meeting; b) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if applicable, the text of any proposed amendment to these bylaws); c) the reasons for conducting such business at the annual meeting; d) any material interest in such business of such stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, and their respective affiliates and associates, or others acting in concert with them; and e) all agreements, arrangements and understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and their respective affiliates or associates or others acting in concert with them, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and (3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: a) the name and address of such stockholder (as they appear on the Corporation’s books), of such beneficial owner and of their respective affiliates or associates or others acting in concert with them; b) for each class or series, the number of shares of stock of the Corporation that are, directly or indirectly, held of record or are beneficially owned by such
5 stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them; c) any agreement, arrangement or understanding between such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, and any other person or persons (including, in each case, their names) in connection with the proposal of such nomination or other business; d) any (x) agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, with respect to the Corporation’s securities (any of the foregoing, a “Derivative Instrument”) including the full notional amount of any securities that, directly or indirectly, underlie any Derivative Instrument; and (y) other agreement, arrangement or understanding that has been made the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for or increase or decrease the voting power of such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, with respect to the Corporation’s securities; e) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them has a right to vote any shares of any security of the Corporation; f) any rights to dividends on the Corporation’s securities owned beneficially by such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, that are separated or separable from the underlying security; g) any proportionate interest in the Corporation’s securities or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership; h) any performance-related fees (other than an asset-based fee) that such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, is entitled to based on any increase or decrease in the value of the Corporation’s securities or Derivative Instruments, including, without limitation, any such interests held by members of the immediate family of such persons sharing the same household; i) any significant equity interests or any Derivative Instruments in any principal competitor of the Corporation that are held by such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them;
6 j) any direct or indirect interest of such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (in each case, including any employment agreement, collective bargaining agreement or consulting agreement); k) any material pending or threatened legal proceeding in which such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them is a party or material participant involving the Corporation or any of its officers, directors or affiliates; l) any material relationship between such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them, on the one hand, and the Corporation or any of its officers, directors or affiliates, on the other hand; m) a representation and undertaking that the stockholder is a holder of record of stock of the Corporation as of the date of submission of the stockholder’s notice and intends to appear in person or by proxy at the annual meeting to bring such nomination or other business before the annual meeting; n) a representation and undertaking as to whether such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them intends, or is part of a group that intends, to (x) deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s then-outstanding stock required to approve or adopt the proposal or to elect each such nominee (which representation and undertaking must include a statement as to whether such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them intends to solicit the requisite percentage of the voting power of the Corporation’s stock under Rule 14a-19); or (y) otherwise solicit proxies from stockholders in support of such proposal or nomination; o) any other information relating to such stockholder, such beneficial owner, or their respective affiliates or associates or others acting in concert with them, or director nominee or proposed business that, in each case, would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee (in a contested election of directors) or proposal pursuant to Section 14 of the 1934 Act; and p) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action. In addition to the requirements of this Section 2.4, to be timely, a stockholder’s notice (and any additional information submitted to the Corporation in connection therewith) must further be updated and supplemented (1) if necessary, so that the information provided or required to be provided in such notice is true and correct as of the record date(s) for determining the stockholders entitled to notice of, and to vote at, the annual meeting and as of the date that is 10
7 business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof and (2) to provide any additional information that the Corporation may reasonably request. Such update and supplement or additional information (including if requested pursuant to Section 2.4(i)(c)(3)(p)) must be received by the secretary at the principal executive offices of the Corporation (a) in the case of a request for additional information, promptly following a request therefor, which response must be received by the secretary not later than such reasonable time as is specified in any such request from the Corporation; or (b) in the case of any other update or supplement of any information, not later than five business days after the record date(s) for the annual meeting (in the case of any update and supplement required to be made as of the record date(s)), and not later than eight business days prior to the date for the annual meeting or any adjournment, rescheduling, postponement or other delay thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment, rescheduling, postponement or other delay thereof). No later than five business days prior to the annual meeting or any adjournment, rescheduling, postponement or other delay thereof, a stockholder nominating individuals for election as a director will provide the Corporation with reasonable evidence that such stockholder has met the requirements of Rule 14a-19. The failure to timely provide such update, supplement, evidence or additional information shall result in the nomination or proposal no longer being eligible for consideration at the meeting. If the stockholder fails to comply with the requirements of Rule 14a-19 (including because the stockholder fails to provide the Corporation with all information or notices required by Rule 14a-19), then the director nominees proposed by such stockholder shall be ineligible for election at the annual meeting and any votes or proxies in respect of such nomination shall be disregarded, notwithstanding that such proxies may have been received by the Corporation and counted for the purposes of determining quorum. For the avoidance of doubt, the obligation to update and supplement, or provide additional information or evidence, as set forth in these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines pursuant to these bylaws or enable or be deemed to permit a stockholder who has previously submitted notice pursuant to these bylaws to amend or update any nomination or to submit any new nomination. No disclosure pursuant to these bylaws will be required with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is the stockholder submitting a notice pursuant to this Section 2.4 solely because such broker, dealer, commercial bank, trust company or other nominee has been directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner. Special Meetings of Stockholders. Except to the extent required by the DGCL, and subject to Section 2.3(i), special meetings of stockholders may be called only in accordance with the Corporation’s certificate of incorporation and these bylaws. Only such business will be conducted at a special meeting of stockholders as has been brought before the special meeting pursuant to the Corporation’s notice of meeting. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board at such special meeting may be made by any stockholder who (i) is a stockholder of record at the time of giving of the notice contemplated by this Section 2.4(ii); (ii) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the special meeting; (iii) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the special meeting; (iv) is a stockholder of record at the time of the special meeting; and (v) complies with the procedures set forth in this Section 2.4(ii) (with such procedures that the Corporation deems to be applicable to such special meeting). For nominations to be properly brought by a stockholder
8 before a special meeting pursuant to this Section 2.4(ii), the stockholder’s notice must be received by the secretary at the principal executive offices of the Corporation no earlier than 8:00 a.m., Eastern time, on the 120th day prior to the day of the special meeting and no later than 5:00 p.m., Eastern time, on the 10th day following the day on which public announcement of the date of the special meeting was first made. In no event will any adjournment, rescheduling, postponement or other delay of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice. A stockholder’s notice to the Secretary must comply with the applicable notice requirements of Section 2.4(i)(c), with references therein to “annual meeting” deemed to mean “special meeting” for the purposes of this final sentence of this Section 2.4(ii). Other Requirements. To be eligible to be a nominee of any stockholder for election as a director of the Corporation, the proposed nominee must provide to the secretary, in accordance with the applicable time periods prescribed for delivery of notice under Section 2.4(i)(b) or Section 2.4(ii): (1) a signed and completed written questionnaire (in the form provided by the secretary at the written request of the nominating stockholder, which form will be provided by the secretary within 10 days of receiving such request) containing information regarding such nominee’s background and qualifications and such other information as may reasonably be required by the Corporation to determine the eligibility of such nominee to serve as a director of the Corporation or to serve as an independent director of the Corporation; (2) a written representation and undertaking that, unless previously disclosed to the Corporation, such nominee is not, and will not become, a party to any voting agreement, arrangement, commitment, assurance or understanding with any person or entity as to how such nominee, if elected as a director, will vote on any issue; (3) a written representation and undertaking that, unless previously disclosed to the Corporation, such nominee is not, and will not become, a party to any Third-Party Compensation Arrangement; (4) a written representation and undertaking that, if elected as a director, such nominee would be in compliance, and will continue to comply, with the Corporation’s corporate governance, conflict of interest, confidentiality, stock ownership and trading guidelines and other policies and guidelines applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the secretary will provide to such proposed nominee all such policies and guidelines then in effect); and (5) a written representation and undertaking that such nominee, if elected, intends to serve a full term on the Board. At the request of the Board, any person nominated by the Board for election as a director must furnish to the secretary the information that is required to be set forth in a stockholder’s notice of nomination that pertains to such nominee.
9 No person will be eligible to be nominated by a stockholder for election as a director of the Corporation, or to be seated as a director of the Corporation upon such election, unless nominated and elected in accordance with the procedures set forth in this Section 2.4. No business proposed by a stockholder will be conducted at a stockholder meeting except in accordance with this Section 2.4. The chairperson of the applicable meeting of stockholders will, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws or that business was not properly brought before the meeting. If the chairperson of the meeting should so determine, then the chairperson of the meeting will so declare to the meeting and the defective nomination will be disregarded or such business will not be transacted, as the case may be. Notwithstanding anything to the contrary in this Section 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear in person at the meeting to present a nomination or other proposed business, such nomination will be disregarded or such proposed business will not be transacted, as the case may be, notwithstanding that proxies in respect of such nomination or business may have been received by the Corporation and counted for purposes of determining a quorum. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting. Without limiting this Section 2.4, a stockholder must also comply with all applicable requirements of the 1934 Act with respect to the matters set forth in this Section 2.4, it being understood that (1) any references in these bylaws to the 1934 Act are not intended to, and will not, limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.4; and (2) compliance with clause (4) of Section 2.4(i)(a) and with Section 2.4(ii) are the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Section 2.4(iii)(g)). Notwithstanding anything to the contrary in this Section 2.4, the notice requirements set forth in these bylaws with respect to the proposal of any business pursuant to this Section 2.4 will be deemed to be satisfied by a stockholder if (1) such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8 under the 1934 Act; and (2) such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders. Subject to Rule 14a-8 and other applicable rules and regulations under the 1934 Act, nothing in these bylaws will be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of a director or any other business proposal.
10 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with Section 232 of the DGCL, and such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. 2.6 QUORUM The holders of a majority of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange on which the Corporation’s securities are listed. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange on which the Corporation’s securities are listed. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. 2.7 ADJOURNED MEETING; NOTICE Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 222(a) of the DGCL. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more
11 than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. 2.8 CONDUCT OF BUSINESS The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business and discussion as seem to the chairperson in order. The chairperson of any meeting of stockholders shall have the power to adjourn the meeting to another place, if any, date or time, whether or not a quorum is present. The chairperson of any meeting of stockholders shall be designated by the Board; in the absence of such designation, the chairperson of the Board, if any, or the chief executive officer (in the absence of the chairperson of the Board), or the president (in the absence of the chairperson of the Board and the chief executive officer), or in their absence any other executive officer of the Corporation, shall serve as chairperson of the stockholder meeting. 2.9 VOTING The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange on which the Corporation’s securities are listed, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of the shares of such class or series or classes or series present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange on which the Corporation’s securities are listed. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING Subject to the rights of the holders of the shares of any series of Preferred Stock and except as provided in the certificate of incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of
12 stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. 2.11 RECORD DATES In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however; that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.12 PROXIES Each stockholder entitled to vote at a meeting of stockholders, or such stockholder’s authorized officer, director, employee or agent may authorize another person or persons to act for such stockholder by proxy authorized by a document or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL; provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the identity of the stockholder granting such authorization.
13 The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE The Corporation shall prepare, no later than the tenth day before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however; if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of ten days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal place of business. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. 2.14 INSPECTORS OF ELECTION Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. Such inspectors shall take all actions as contemplated under Section 231 of the DGCL or any successor provision thereto. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are multiple inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. ARTICLE III—DIRECTORS 3.1 POWERS The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation. 3.2 NUMBER OF DIRECTORS The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution adopted by a majority of the Whole Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
14 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. If so provided in the certificate of incorporation, the directors of the Corporation shall be divided into three classes. 3.4 RESIGNATION AND VACANCIES Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the certificate of incorporation or these bylaws or permitted in the specific case by resolution of the Board, and subject to the rights of holders of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until their successor shall have been duly elected and qualified. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board may participate in a meeting of the Board by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
15 3.7 SPECIAL MEETINGS; NOTICE Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the Whole Board, provided, that the person(s) authorized to call special meetings of the Board may authorize another person or persons to send notice of such meeting. Notice of the time and place of special meetings shall be: delivered personally by hand, by courier or by telephone; sent by United States first-class mail, postage prepaid; sent by facsimile; sent by electronic mail; or otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice of the time and place of the meeting may be communicated to the director in lieu of written notice if such notice is communicated at least 24 hours before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute. 3.8 QUORUM; VOTING At all meetings of the Board, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING Unless otherwise restricted by the certificate of incorporation or these bylaws, (i) any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be
16 taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and (ii) a consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or a committee thereof, in the same paper or electronic form as the minutes are maintained. 3.10 FEES AND COMPENSATION OF DIRECTORS Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 REMOVAL OF DIRECTORS Any director may be removed from office by the stockholders of the Corporation as provided in Section 141(k) of the DGCL. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office. ARTICLE IV—COMMITTEES 4.1 COMMITTEES OF DIRECTORS The Board may, by resolution passed by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. 4.2 COMMITTEE MINUTES Each committee and subcommittee shall keep regular minutes of its meetings.
17 4.3 MEETINGS AND ACTION OF COMMITTEES Unless otherwise specified by the Board, meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of: Section 3.5 (place of meetings and meetings by telephone); Section 3.6 (regular meetings); Section 3.7 (special meetings and notice); Section 3.8 (quorum; voting); Section 3.9 (action without a meeting); and Section 7.4 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the Board and its members. However: the time and place of regular meetings of committees or subcommittees may be determined either by the Board or by the committee or subcommittee; special meetings of committees or subcommittees may also be called by the Board, committee or subcommittee; and notice of special meetings of committees and subcommittees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee or subcommittee. The Board or a committee or subcommittee may also adopt other rules for the government of any committee or subcommittee. 4.4 SUBCOMMITTEES Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. ARTICLE V—OFFICERS 5.1 OFFICERS The officers of the Corporation shall be a chief executive officer, president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.
18 5.2 APPOINTMENT OF OFFICERS The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS The Board may appoint, or empower any officer to appoint, such other officers as the business of the Corporation may require. Each of such officers shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as determined from time to time by the Board or, for the avoidance of doubt, any duly authorized committee or subcommittee thereof or by any officer who has been conferred such power of determination. 5.4 REMOVAL AND RESIGNATION OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, for the avoidance of doubt, any duly authorized committee or subcommittee thereof or by any officer who has been conferred such power of removal. Any officer may resign at any time by giving notice to the Corporation, in writing or by electronic transmission. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.3. 5.6 REPRESENTATION OF SECURITIES OF OTHER ENTITIES The chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the chief executive officer, the president or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares or other securities of, or interests in, or issued by, any other entity or entities, and all rights incident to any management authority conferred on the Corporation in accordance with the governing documents of any entity or entities, standing in the name of this Corporation, including the right to act by written consent. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
19 5.7 AUTHORITY AND DUTIES OF OFFICERS Each officer of the Corporation shall have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board or, for the avoidance of doubt, any duly authorized committee or subcommittee thereof or by any officer who has been conferred such power of designation and, to the extent not so provided, as generally pertain to such office, subject to the control of the Board. ARTICLE VI—STOCK 6.1 STOCK CERTIFICATES; PARTLY PAID SHARES The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Unless otherwise provided by resolution of the Board, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by any two officers of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form. The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the Corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the Corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 6.2 SPECIAL DESIGNATION ON CERTIFICATES If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time
20 after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 151, 156, 202(a), 218(a) or 364 of the DGCL or with respect to this Section 6.2 a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. 6.3 LOST CERTIFICATES Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 6.4 DIVIDENDS The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, subject to the provisions of the certificate of incorporation. The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. 6.5 TRANSFER OF STOCK Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, subject to Section 6.3 of these bylaws, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer. 6.6 STOCK TRANSFER AGREEMENTS The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes or series owned by such stockholders in any manner not prohibited by the DGCL.
21 6.7 REGISTERED STOCKHOLDER The Corporation: shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and notices and to vote as such owner; and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER 7.1 NOTICE OF STOCKHOLDERS’ MEETINGS Notice of any meeting of stockholders shall be given in the manner set forth in the DGCL. 7.2 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the Corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice. This Section 7.2 shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. 7.3 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. 7.4 WAIVER OF NOTICE Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a
22 meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII—INDEMNIFICATION 8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS Subject to the other provisions of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. 8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION Subject to the other provisions of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but
23 in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 8.3 SUCCESSFUL DEFENSE To the extent that a present or former director or officer (for purposes of this Section 8.3 only, as such term is defined in Section 145(c)(1) of the DGCL) of the Corporation has been successful on the merits or otherwise in defense of any Proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The Corporation may indemnify any other person who is not a present or former director or officer of the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any Proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein. 8.4 INDEMNIFICATION OF OTHERS Subject to the other provisions of this Article VIII, the Corporation shall have power to indemnify its employees and agents, or any other persons, to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to any person or persons identified in subsections (1) through (4) of Section 145(d) of the DGCL the determination of whether employees or agents shall be indemnified. 8.5 ADVANCE PAYMENT OF EXPENSES Expenses (including attorneys’ fees) actually and reasonably incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) actually and reasonably incurred by former directors and officers or other current or former employees and agents of the Corporation or by persons currently or formerly serving at the request of the Corporation as directors, officers, employees or agents of another Corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The right to advancement of expenses shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the Corporation. 8.6 LIMITATION ON INDEMNIFICATION Subject to the requirements in Section 8.3 and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):
24 for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, in either case as required under any clawback or compensation recovery policy adopted by the Corporation, applicable securities exchange and association listing requirements, including, without limitation, those adopted in accordance with Rule 10D-1 under the 1934 Act and/or the 1934 Act (including, without limitation, any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements); initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or if prohibited by applicable law. 8.7 DETERMINATION; CLAIM If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the Corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of their entitlement to such indemnification or advancement of expenses. The Corporation shall indemnify such person against any and all expenses that are actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the Corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses. 8.8 NON-EXCLUSIVITY OF RIGHTS The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
25 such person’s official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law. 8.9 INSURANCE The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. 8.10 SURVIVAL The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 8.11 EFFECT OF REPEAL OR MODIFICATION A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of a Proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. 8.12 CERTAIN DEFINITIONS For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting entity, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving entity as such person would have with respect to such constituent entity if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries;
26 and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII. ARTICLE IX—GENERAL MATTERS 9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS Except as otherwise provided by law, the certificate of incorporation or these bylaws, the Board may authorize any officer or officers, or agent or agents, or employee or employees, to enter into any contract or execute any document or instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, agent or employee, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 9.2 FISCAL YEAR The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board. 9.3 SEAL The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. 9.4 CONSTRUCTION; DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes a corporation, partnership, limited liability company, joint venture, trust or other enterprise, and a natural person. Any reference in these bylaws to a section of the DGCL shall be deemed to refer to such section as amended from time to time and any successor provisions thereto. ARTICLE X—AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however; that the affirmative vote of the holders of at least two-thirds of the total voting power of outstanding voting securities of the Corporation, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any provision of these bylaws. The Board shall also have the power to adopt, amend or repeal bylaws. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.
27 ARTICLE XI—EXCLUSIVE FORUM Unless the Corporation expressly consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination). Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of the Corporation’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant. Any person or entity purchasing, holding or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI. This provision shall be enforceable by any party to a complaint covered by the provisions of this Article XI. This provision shall be enforceable by any party to a claim covered by the provisions of this Article XI.
1. INTRODUCTION Our goal at Aurora is to transform transportation — to make it more accessible, more productive, more depend- able, and — crucially — much safer than it is today. The teams we create, the work that we do, and the partnerships we build all serve this mission: to deliver the benefits of self-driving technology safely, quickly, and broadly. We are motivated by the societal and economic benefits of a self-driving future, where our roads are safer, our goods arrive faster, and everyone in our communities has access to reliable transportation. In working towards our mission, we hold ourselves to very high standards. Conducting business in an ethical manner— doing right by our employees, partners, suppliers, communities, and stockholders—is central to our standards. Aurora requires its employees, officers, and directors to conduct themselves and Aurora’s business ethically, including, without limitation, complying with this Code of Conduct and Ethics (“Code”). This Code applies to all members of the Board of Directors (a “director”), executive officers, and employees (who, unless otherwise specified, will be referred to jointly as “employees” or “you”) of Aurora Innovation, Inc. and its subsidiaries (collectively the “Company,” “Aurora,” or “we”), as well as Company contractors, consultants, advisors, and agents. This Code serves as a guide, and we expect employees to use good judgment and adhere to the ethical standards to which Aurora is committed. Operating with integrity is a responsibility shared by all of us. Employees are expected to: • Read, understand, and comply with this Code. Ask questions - if you do not understand something in this Code, or have a question or concern about anything in this Code, please reach out to your manager, your people business partner, the employee relations team, or Aurora’s legal team with your questions. • Speak up. The Company expects you to report violations of this Code (including noncompliance with applicable laws) of which you are aware or any situation that does not reflect the Company’s culture or values. See Section 2 for more information on speaking up. • Cooperate with any investigations into violations of this Code and to keep all information related to such investigations confidential subject to your right to participate in Protected Activity as set forth below. An employee who violates this Code, or directs or approves a violation of this Code, may be subject to disciplinary action, up to and including termination of employment. A director who violates this Code or directs or approves conduct in violation of this Code will be subject to action as determined by the Board. Any waiver or modification of this Code for Aurora’s executive officers, directors, principal financial officer, principal accounting officer, controller, or any other persons performing similar functions in the Company may only be made by our Board of Directors. Aurora will disclose waivers as required by law, regulation, or other applicable rule. 2. SPEAKING UP How to report a violation of this Code or Other Concerns. All Company employees are required to abide by this Code. Part of doing so is speaking up promptly when you have good faith concerns about possible violations of this Code. While there are multiple avenues for reporting different types of concerns, what is ultimately important to the Company is that you clearly raise your concern so that it can be addressed. A number of ways you can raise such concerns are listed below. CODE OF CONDUCT AND ETHICS Exhibit 14.1
• Talk with your manager or, if you are uncomfortable doing so or are otherwise unable to talk to your manager, speak with your skip-level manager(s). • Speak with your People Operations Business Partner (“PBP”) or another People Operations team member. • Speak with a member of the Employee Relations (“ER”) team. • Speak with the General Counsel or our legal team. • Call our Ethics and Integrity hotline at 1-844-992-4840 or report your concern at our Ethics and Integrity web portal. A link to the ethics web portal is available in the Company handbook. When you make a report using either the hotline or the web portal, you will have the option to choose to remain anonymous if you prefer to do so. If you are a manager, and an employee comes to you with a concern about a possible violation of this Code, you must promptly report that concern via ER or another appropriate channel described above. Investigations. Concerns that are raised will be investigated promptly, thoroughly, and fairly by the Company as appropriate. The nature of such investigations may vary depending on the type of concern that is raised. During and after an investigation, concerns will be kept confidential to the extent possible, but please understand that your concern will likely have to be shared with relevant individual(s) in order to facilitate a thorough and appropriate investigation, and may need to be further disclosed if required by applicable laws, regulations or rules. In order to maintain workplace safety and the integrity of its investigation, Aurora may suspend employees, either with or without pay, pending completion of the investigation. All employees are expected to cooperate fully with investigations. Intentionally submitting false reports is prohibited. No Retaliation. The Company prohibits retaliation of any kind against anyone for raising or reporting a good faith concern about a violation of this Code or for participating in an investigation. If you believe someone has retaliated against you, please report this as outlined above. Protected Activity not Prohibited. Nothing in this Code limits or prohibits employees from engaging in “Protected Activity.” For the purposes of the Code, “Protected Activity” means raising an internal concern or complaint, or filing a charge or complaint, or otherwise communicating, cooperating or participating, with any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any other provision in this Code, Employees are not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are employees obligated to advise the Company as to any such disclosures or communications. In making any such disclosures or communications, employees must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the relevant government agencies. “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications; any such disclosure without the Company’s written consent violates Company policy. 3. RESPECTING EACH OTHER Our values guide how we treat one another in the workplace, as well as those with whom we conduct business. We strive to maintain a culture of safety, inclusivity, and respect for all employees. Some of the ways we do this are described in more detail below. We Don’t Discriminate. The Company is an equal opportunity employer that is committed to diversity and makes employment decisions on the basis of merit and business needs. We do not discriminate against any person on the basis of any characteristic protected under applicable federal, state, or local laws, including, but not limited to, race, color, religion (including, but not necessarily limited to, religious creed, dress, and grooming practices), citizenship, marital
status, age, national origin, ancestry, mental or physical disability, genetic information, U.S. (state and federal) military and veteran status, sexual orientation, gender identity, gender expression, sex, gender, reproductive health decision- making, and pregnancy (including childbirth, breastfeeding, or related medical condition). Remember: we win together. We Don’t Harass. The Company does not tolerate harassment of any kind. Harassment can take many forms, and common forms include verbal harassment, physical harassment, and visual harassment. Even when such behavior does not rise to the level of harassment in the legal sense, we still do not tolerate it here. Treat others as you would like to be treated and do not engage in harassing conduct. As with all other kinds of harassment, the Company prohibits sexual harassment. Sexual harassment is illegal and, like all other types of harassment, is prohibited whether it involves co-worker harassment, harassment by a supervisor or manager, or harassment by or towards third persons doing business with or for Aurora. Please be a respectful coworker. We Don’t Retaliate. Retaliation by anybody for making a good faith report of harassment or discrimination, or perceived harassment or discrimination, for making any good faith complaints of harassment or discrimination, participating in any investigation of harassment or discrimination, or perceived harassment or discrimination, or engaging in any other Protected Activity is strictly prohibited at the Company. Reporting and Investigation of Discrimination, Harassment, and Retaliation. If you have been the subject of harassment, discrimination, or retaliation at the Company, or if you are aware of harassment, discrimination or retaliation occurring at the Company, please immediately report it to ER, your PBP, your manager, your skip-level manager(s), or through our Ethics and Integrity hotline or web portal. If you are a manager and any employee tells you that they have been the subject of harassment, discrimination, or retaliation at the Company (or that they are aware of harassment, discrimination, or retaliation occurring at the Company), you must report it immediately to ER. It is important that you raise these issues promptly so that the Company can investigate them. We will endeavor to do so thoroughly, expediently, and impartially. The Company expects that all employees will cooperate with its investigations. The Company will also take prompt and effective remedial action, including disciplinary action up to and including termination of employment, when appropriate. Any employee with questions about the Company’s policy on equal employment opportunity or who requires further information about our prohibition of discrimination, harassment, and retaliation, is encouraged to contact ER or their PBP. We Care About Workplace Health and Safety. Safety is paramount at the Company. We are all responsible for maintaining a workplace that promotes the protection of our people and our environment. Additionally, employees are prohibited from working while under the influence of alcohol, illegal drugs, or controlled substances that impair their ability to perform their job. If you have a workplace safety concern, please speak up by reaching out to your manager, your skip-level manager(s), ER, your PBP, or through our Ethics and Integrity hotline or web portal. The Company does not tolerate workplace violence of any kind. We expect all employees to treat each other and our partners, vendors, and others with whom we do business with courtesy and respect at all times. Fighting, bullying, abusive behavior, or other conduct that may be dangerous to others is prohibited. Our Company handbook, available on the Company intranet outlines other policies and practices that further our commitment to a safe, inclusive, and respectful workplace. 4. INTEGRITY AND ACCOUNTABILITY The Company expects that when employees are conducting business on behalf of the Company, they will base their decisions on the Company’s best interests and not on personal relationships or benefits. The Company expects you to act ethically, be reasonable, and use good judgment. Employees may not engage in any conduct or activities that materially disrupt or impair the Company’s operations or relationships with any third parties.
Confidentiality. The Company’s confidential information is a critical asset. As part of your work for the Company, you will learn confidential and/or proprietary information about the Company, its customers, suppliers, and/or partners. Company leadership endeavors to be transparent and expects that all who do work for the Company will protect the confidential and proprietary information that is entrusted to them. When you joined the Company as an employee, you signed a Proprietary Information and Inventions Agreement (“PIIA”) that contains additional information related to Company confidential and proprietary information. If you do work for the Company as a contingent worker (e.g., a consultant or other contractor), your agreement with the Company also contains provisions related to Company confidential and proprietary information. As stated in these documents, the obligation to protect confidential information does not end when an employee or contingent worker leaves the Company. Unauthorized disclosure of Company confidential and proprietary information is harmful to the Company and is prohibited. Additionally, please review and familiarize yourself with Aurora’s data and information security policies, available on the Company intranet. If you are not sure if it is okay to discuss something, please reach out to your manager, your PBP, or the legal team to discuss. In addition to maintaining the confidentiality of information about the Company and other companies entrusted to them by the Company, employees may only use such information for permissible business purposes. For example, third-party confidential information is often subject to confidentiality restrictions, and employees are expected to honor confidentiality obligations to third parties. Intellectual Property. Aurora’s intellectual property rights are core to its business and success and are valuable company assets. Aurora’s intellectual property rights include its trademarks, logos, patents, trade secrets, know- how, and more. You must respect all intellectual property laws during your employment at Aurora, and follow the obligations laid out in your employment agreement, PIIA, and Aurora policies including your obligations with respect to confidentiality. Additionally, we respect third parties’ intellectual property rights, and expect employees to do the same. Furthermore, we respect open source software development. Therefore, please review and familiarize yourself with Aurora’s Open Source and Third Party Code Policy. Nothing in this Code prevents you from engaging in Protected Activity as described above. Please reach out to the legal team if you have any questions about intellectual property. Conflicts of Interest. The Company expects that when employees are conducting business on behalf of the Company, they will base their decisions on the best interests of the Company and not on personal relationships or benefits. You should avoid situations where your personal activities and relationships conflict (or appear to conflict) with the Company’s interests. Please reach out to any of the resources listed in Section 2 with questions or concerns about conflicts of interest. Some examples of conflicts of interest include: • Friends and Family. Conducting business on behalf of the Company in which family members or persons with whom you have a close, personal relationship (or an organization with which such a person is associated) can cause a conflict of interest. If a relative or friend of yours has a material financial interest in a transaction with the Company that you are facilitating, please disclose the relationship and obtain prior approval from your manager and the legal team. The Company may need you to disclose additional details about the proposed transaction to avoid any potential conflicts of interest and to ensure that the transaction is entered into in good faith and at arms-length. Additionally, the Company may hire relatives of employees, but also wants to ensure there are no potential problems of supervision, morale, or conflicts of interest. If a relative of yours has been or may be hired, please promptly and fully disclose the relevant circumstances to your PBP for guidance about whether a potential or actual conflict exists. • Outside Employment and Activities. When you work at Aurora, we expect your full attention. That said, you can hold some positions with Company approval. Please see the Company handbook for more information about the approval process - we want to make sure there isn’t a conflict with what Aurora does. Naturally, you can’t work or consult for a competitor.
• Personal Gain. You may not accept any form of compensation from a third party for services performed for Aurora. Unless expressly approved, employees are prohibited from influencing or having the ability to influence a business decision relating to an actual or potential competitor, supplier, customer, or partner of Aurora if they have a material financial interest in that third party. • Gifts and Entertainment. In some instances, it may be appropriate to accept non-cash modest meals, gifts, or entertainment to or from third parties that conduct business with the Company, provided the exchange is related to a legitimate business purpose and is lawful under applicable law. Please review and familiarize yourself with the Company’s Receiving Gifts, Travel, and Entertainment Policy, available on the Company intranet, for more information. Employees may not accept gifts of cash or cash equivalents (including gift cards) regardless of value. • Corporate Opportunities. If you learn of a potential business opportunity through your work at the Company, that opportunity belongs to the Company and not you, unless the Company has already been offered the opportunity and turned it down. This list is by no means exhaustive. We understand that sometimes evaluating whether a conflict of interest exists can be difficult. Employees should seek guidance from their manager, PBP, the legal team, or file a report using our Ethics and Integrity hotline or web portal when they have any questions or doubts about any actual or potential conflict of interest. You are required to obtain approval by utilizing our ethics web portal, which will seek approval from the appropriate Company personnel, before proceeding with any action that could be considered a conflict of interest. Fair Dealing. We expect you to be honest and fair. The Company does not seek competitive advantages through illegal or unethical business practices. Each employee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors, business partners and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice. Insider Trading. It is illegal to trade in the securities of a company on the basis of material nonpublic information about that company. This includes information that you learn as part of your job that is not public (whether the information is about Aurora or another company). Moreover, you may not share non-public information with any third parties. Please consult our Insider Trading policy for more information, and reach out to the legal team with any questions or concerns. Company Assets. All Company issued equipment (e.g., computers, hardware, cell phones, tools, etc.), media, documents, records, and information are the property of the Company. Employees should treat Company property with care, use Company equipment and systems in a productive, legal, and ethical manner, and use their best efforts to secure Company property against loss, theft, or use by persons who have not been authorized to access it. Any suspected incident of fraud or theft involving Company property should promptly be reported. Employees cannot expect privacy when they use the Company’s computers, other equipment, or systems. In appropriate circumstances, authorized individuals within the Company may access and review employee emails, files, etc., and may also disclose such information outside the Company in accordance with the Company’s business needs and at its discretion. Political Activities. The Company does not make contributions to political candidates or political parties except as permitted by applicable laws. Employees engaging in political activity will do so as private citizens, on their own time and utilizing their own personal resources, and not as representatives of the Company. Company employees may never seek reimbursement for personal campaign contributions made. An employee’s personal lawful political contribution, or decision not to make a contribution, will not influence the employee’s compensation, job security or opportunities for advancement.
Communications. Any employee who is contacted by the press or any other outside organization or individual, should refer the contacting party to our communications team. Please familiarize yourself with our communications policies available on the Company intranet. 5. RECORDKEEPING AND FINANCIAL REPORTING The Company keeps books and records as legally required and follows industry best practices and requirements in internal controls over financial reporting. As a publicly traded company, we are required to prepare and report quarterly and annual financial statements with the Securities and Exchange Commission (SEC). Additionally, we are required to have our annual financial statements as well as our internal controls over financial reporting audited by an independent registered public accounting firm in accordance with rules set by the Public Company Accounting Oversight Board. Financial Reporting and Disclosures. Aurora is required to provide comprehensive, transparent, and clear financial statements as required by the SEC. To the extent that your job requires you to participate in the creation of these financial statements, you are responsible for the accurate and complete reporting of financial information within your role. All employees are responsible for the timely notification to the Company (see Section 2, Speaking Up) of financial and non-financial information that may be material to the Company to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with government agencies or releases to the general public. Be truthful and transparent; do not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations. Any employee who becomes aware of fraud, either through fraudulent financial reporting, fraudulent non-financial reporting, asset misappropriation, or corruption, must report it promptly. You may utilize any of the procedures provided for in Section 2. Company Records. Aurora keeps robust and accurate records in accordance with applicable law. Any Company records created or maintained by employees are expected to be accurate, complete, and understandable in all respects. Falsification or misrepresentation of Company records is prohibited. 6. COMPLIANCE WITH LAW Aurora takes its responsibility to comply with law seriously, and expects employees to do the same. All employees must respect and obey all laws when carrying out responsibilities on behalf of Aurora and refrain from illegal conduct. We have highlighted a few specific areas of law below. If you have a question about a specific law or rule as it pertains to your job, please ask the legal team for assistance. Competition (Antitrust). Aurora believes in the value of a fair and competitive market. Antitrust laws (or, as they are known in most of the world, “competition” laws) are designed to foster competitive markets and prohibit activities that unreasonably restrain trade. In general, actions taken in combination with another company that unreasonably reduce competition may violate antitrust laws (for example, price fixing, geographic assignments, unfair bidding practices, “no-poach” agreements, or sharing sensitive commercial information). Employees may not engage in anti-competitive behavior and may be subject to criminal prosecution or penalties for violating competition laws. Reach out to the legal team if you have questions or concerns about antitrust and your work at Aurora. Anti-corruption. Aurora does not tolerate and strictly prohibits all forms of bribery and corruption, regardless of whether they involve a public official or a private person. Bribery and corruption are antithetical to the Company’s commitment to operating with integrity and transparency and are also prohibited under the laws of the United States and most countries around the world (e.g., the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act). Trade & Sanctions Compliance. Trade compliance laws regulate the import and export of goods and technology, as well as where and with whom Aurora may conduct business. Sanctions laws use the blocking of assets and trade
restrictions to accomplish foreign policy and national security goals and can be either comprehensive or selective. While trade and sanctions compliance laws have been around for some time, they are currently evolving to catch up with emerging technology. Aurora takes trade and sanctions compliance seriously, and we expect all employees to do the same. Anti-Money Laundering. Anti-Money laundering laws prohibit transactions which conceal illegal origins of funds or facilitate illegal activity. Aurora aims to conduct business only with counterparties involved in legitimate business activities using funds derived from legitimate sources and expects employees to do the same. ********** Adopted and effective on November 3, 2023.