UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective as of January 23, 2023, the Board of Directors (the “Board”) of Opendoor Technologies Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s bylaws (as so amended, the “Bylaws”). Among other things, the amendments effected by the Bylaws:
| • | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; and |
| • | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board. |
The Bylaws also include certain technical, conforming, modernizing and clarifying changes. The foregoing description of the changes contained in the Bylaws does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Opendoor Technologies Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Opendoor Technologies Inc. | ||||||
| Date: January 24, 2023 | By: | /s/ Carrie Wheeler | ||||
| Carrie Wheeler | ||||||
| Chief Executive Officer | ||||||