textLogic (WISH) - 2024 Q2 - Quarterly Results

Corporate Governance - ContextLogic Inc. held its annual meeting for the election of directors as required by applicable law[3] - The company may postpone, reschedule, or cancel any annual or special meeting of stockholders previously scheduled by the Board[3] - A quorum for stockholder meetings is constituted by holders of 1/3 of the voting power of the shares issued and outstanding[3] - Notice of meetings must be given not less than ten (10) nor more than sixty (60) days before the meeting date[3] - Special meetings of stockholders can be called for any purpose as stated in the Restated Certificate of Incorporation[3] - The chairperson of the meeting has the power to adjourn any meeting regardless of whether a quorum is present[3] - The Corporation's stock belonging to itself or another corporation shall neither be entitled to vote nor be counted for quorum purposes[3] - The Board may fix a record date for determining stockholders entitled to notice of adjourned meetings[3] - Business transacted at special meetings shall be limited to matters relating to the stated purpose[3] - The Corporation may conduct meetings by means of remote communication as determined by the Board[3] Voting and Proxies - A complete list of stockholders entitled to vote must be prepared at least 10 days before every meeting, showing the address and number of shares for each stockholder[6] - Inspectors of election must be appointed in advance of any stockholders' meeting to ensure the validity of votes and proxies[7] - The inspectors are responsible for counting all votes and certifying the number of shares represented at the meeting[8] - The date and time for opening and closing polls for voting must be announced by the chairperson at the meeting[9] - Stockholders may authorize proxies to act on their behalf, but proxies are valid for a maximum of three years unless stated otherwise[4] - The Corporation must ensure that the stock ledger is the only evidence for determining stockholders entitled to vote[6] - The Board may fix a new record date for determining stockholders entitled to vote at an adjourned meeting[5] - The inspectors may consider reliable information to reconcile proxies and ballots submitted[10] Nominations and Proposals - Nominations for the Board can only be made by Record Stockholders who comply with specific notice and procedural requirements[12] - Timely notice for nominations must be delivered to the Secretary no later than 5:00 p.m. Pacific Time on the 90th day prior to the annual meeting[12] - Record Stockholders must provide detailed information about proposed nominees, including their age, business address, and share ownership[13] - Any business proposed by Record Stockholders must include a brief description and reasons for conducting such business at the meeting[14] - Proposing Persons must disclose any material relationships or agreements related to their proposals[14] - Updates to the notice provided by stockholders must be made to ensure accuracy as of the record date and 10 business days prior to the meeting[14] - A majority of the Whole Board can disqualify nominees who have violated specific bylaws or confidentiality policies in the past five years[14] - The Corporation requires written consent from nominees to be named in proxy statements and to serve if elected[13] - Proposing Persons must indicate their intent to solicit proxies for their proposals or nominations[14] - The Corporation reserves the right to enforce compliance with the notice requirements and may reject any non-compliant submissions[14] Board Structure and Meetings - The total number of directors constituting the Whole Board shall be fixed in accordance with the Certificate of Incorporation[18] - Directors need not be stockholders of the Corporation[19] - Nominations for election to the Board may be made by stockholders who comply with specified notice procedures[16] - Special meetings of stockholders can only conduct business that has been brought before the meeting as per the Corporation's notice[16] - A stockholder's nomination shall be disregarded if the stockholder or a Qualified Representative does not appear at the meeting[16] - The Board shall be divided into three classes following the Voting Threshold Date, with each director holding office until their term expires[19] - Regular meetings of the Board may be held at times and places determined by the Board[19] - A majority of the Whole Board shall constitute a quorum for the transaction of business[19] - Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all members consent in writing[19] - The business and affairs of the Corporation shall be managed by or under the direction of the Board[19] Management and Officers - The Corporation's Board may designate one or more committees to manage business affairs, with the authority to exercise all powers of the Board except for specific matters requiring stockholder approval[22] - The Chief Executive Officer acts as the general manager and has overall supervision of the Corporation's business and affairs[23] - The Treasurer is responsible for the custody of all funds and securities, making authorized disbursements, and rendering accounts of transactions[24] - The Corporation's shares of capital stock shall be uncertificated unless otherwise resolved by the Board[27] - The Board may delegate powers or duties of any officer to other officers or agents of the Corporation[26] - Any officer may be removed at any time by the Board or the Chief Executive Officer if empowered to do so[26] - The Chairperson of the Board presides at all meetings and has powers as prescribed by the Board[24] - The Secretary is responsible for issuing notices and keeping minutes of all meetings of stockholders and the Board[25] - The Board may elect a lead independent director from among its independent members to preside at meetings in the absence of the Chairperson[24] Indemnification and Insurance - The Corporation shall indemnify officers and directors against all expenses, liabilities, and losses incurred in connection with any proceeding, provided they acted in good faith[28] - Indemnification rights continue for Indemnitees who have ceased to be directors or officers, benefiting their heirs and executors[30] - The Corporation will advance expenses incurred by an Indemnitee in defending any proceeding, contingent upon an undertaking to repay if indemnification is not granted[29] - The Board is authorized to enter into indemnification contracts that may provide greater rights than those outlined in the bylaws[29] - If a claim for indemnification is not paid within 60 days, the Indemnitee may bring suit against the Corporation to recover the unpaid amount[30] - The burden of proof in any suit regarding indemnification lies with the Corporation to demonstrate that the Indemnitee is not entitled to indemnification[30] - The Corporation may purchase insurance to protect itself and its directors and officers against expenses and liabilities[30] Conflicts of Interest - Interested directors may participate in meetings and vote on contracts or transactions without voiding them, provided material facts are disclosed[33] Record Keeping and Amendments - The fiscal year of the Corporation will be determined by a resolution of the Board[34] - The Corporation may maintain records in electronic form, ensuring they can be converted to paper format upon request[34] - The Board members are protected in relying on the Corporation's books and records, as well as information from officers and employees[35] - In case of conflict, the provisions of the Certificate of Incorporation will govern over the Bylaws[36] - Any amendments to the Bylaws require approval from the Board or stockholders as stated in the Certificate of Incorporation[37]