Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 12, 2022, at the annual meeting of stockholders of Tyler Technologies, Inc. (the “Company”), the stockholders approved by the affirmative vote of at least two-thirds of the outstanding voting stock each of the following amendments (the “Amendments”) to the Restated Certificate of Incorporation of the Company, as amended (the “Restated Certificate”):
•to expressly add a stockholder majority vote requirement for mergers, share exchanges and certain other transactions;
•to permit stockholders holding at least 20% of the voting power the right to require the company to call a special meeting of stockholders (the “Special Meeting Amendment”); and
•to provide stockholders holding at least 20% of outstanding shares with the right to request stockholder action by written consent (the “Written Consent Amendment”).
Based upon the stockholder approval of the Amendments and the prior authorization of the Board of Directors (the “Board”) of the Company on February 1, 2022, the Company prepared a Certificate of Amendment to the Restated Certificate in order to amend and restate Article Eighth of the Restated Certificate, which was filed by the Secretary of State of the State of Delaware on May 16, 2022 and effective as of that date (the “Certificate of Amendment”).
The foregoing description of the Amendments and the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein. Additionally, the full text of the Restated Certificate, as amended through the Certificate of Amendment on May 16, 2022 is attached as Exhibit 3.2.
On May 12, 2022, the Board, based upon the approval by the stockholders of the Amendments and to include certain other changes, adopted and approved certain amendments to the Company’s bylaws (the "Bylaws”). The Board determined that the amendments would be effective as of the effective date of the Certificate of Amendment and the Bylaws would restated as so amended. The Bylaws were amended as follows:
•Article II, Section 2, Special Meetings, was amended to implement the Special Meeting Amendment, together with certain other conforming amendments in Article II and Article III;
•Article IIA, Section 6, Action by Written Consent, was added to implement the Written Consent Amendment;
•Article VIII. Section 7, Forum for Adjudication of Disputes, was added to provide for (i) the Court of Chancery of the State of Delaware to be the exclusive forum for certain specified proceedings involving or relating to the Company and (ii) the federal district courts of the United States of America to be the exclusive forum for resolution of any cause of action arising under the Securities Act of 1933, as amended; and
•certain other clarifying and conforming changes were made.
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as so amended and restated, a copy of which is attached as Exhibit 3.3 and incorporated by reference herein.