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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 222K
6: R1 Cover Page HTML 48K
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8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
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(Address of principal executive offices, including zip code)
i(844)i250-2773
(Registrant's telephone number, including area code)
Not Applicable
(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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iClass
A Common Stock, par value of $0.00001 per share
iLYFT
iNasdaq Global Select Market
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i☐
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. ☐
On November 2, 2022, the Board of Directors (the “Board”) of Lyft, Inc. (the “Company”)
approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective November 2, 2022. The Amended Bylaws incorporate certain amendments to align the Amended Bylaws with changes to the Delaware General Corporation Law and the laws of the state of Delaware, including:
•provisions relating to delivery of notices of stockholder meetings and communications regarding adjourned stockholder meetings;
•the
definition of “public announcement” for purposes of the Amended Bylaws;
•requirements for action by written consent of the Board;
•provisions regarding the purchase and maintenance of insurance on behalf of directors, officers, employees or agents; and
•provisions regarding indemnification.
The Amended Bylaws also incorporate certain other amendments, including:
•enhancing procedural mechanics and disclosure requirements in connection with stockholder nominations of directors
and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies;
•changing certain provisions relating to stockholder nominees for election as a director to address the universal proxy rules adopted by the Securities and Exchange Commission;
•clarifying the Company’s exclusive forum provisions; and
•making
certain other clarifying, conforming and ministerial changes.
The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03.
Cover Page Interactive Data File (formatted as Inline XBRL)
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.