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Five9 (NASDAQ: FIVN) ends staggered board and supermajority rules

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Five9, Inc. is changing how its corporate governance works. On May 20, 2026, stockholders approved an Amended and Restated Certificate of Incorporationdeclassification of the Board of Directors, moving away from a staggered board where directors serve multi‑year, overlapping terms.

The charter also eliminates supermajority voting requirements, so future stockholder approvals covered by these changes will generally require only standard voting thresholds rather than very high approval levels. On May 26, 2026, the Board approved updated Amended and Restated Bylaws to align the bylaws with the new, non‑classified board structure. The full texts of the charter and bylaws are attached as Exhibits 3.1 and 3.2.

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Insights

Five9 simplifies its governance by declassifying the board and removing supermajority voting.

The company’s stockholders approved an amended and restated charter that both declassifies the Board of Directors and removes supermajority voting requirements. This generally makes director elections and certain stockholder decisions more straightforward, since they rely less on unusually high voting thresholds.

The Board then amended the bylaws, effective May 26, 2026, to match the new charter provisions. These steps align Five9’s governance with more conventional practices, but the economic impact depends on how future stockholder votes unfold and is not quantified in this report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Charter approval date May 20, 2026 Stockholders approved Amended and Restated Certificate of Incorporation
Bylaws effectiveness date May 26, 2026 Board-approved amended and restated bylaws became effective
Exhibit 3.1 Amended and Restated Certificate of Incorporation Filed as charter exhibit detailing governance changes
Exhibit 3.2 Amended and Restated Bylaws Filed to align bylaws with charter declassification provisions
declassification of the Board of Directors financial
"to (i) effect the declassification of the Board of Directors (the “Board”)"
supermajority voting requirements financial
"and (ii) eliminate supermajority voting requirements, as set forth in the A&R Charter."
Amended and Restated Certificate of Incorporation regulatory
"approved the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Amended and Restated Bylaws regulatory
"approved an amendment and restatement of the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Annual Meeting of Stockholders financial
"at the Company’s 2026 Annual Meeting of Stockholders, approved the Company’s Amended"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What governance changes did Five9 (FIVN) approve in May 2026?
Five9 stockholders approved an Amended and Restated Certificate of Incorporation that declassifies the Board of Directors and removes supermajority voting requirements. The Board then updated the bylaws on May 26, 2026, to align with these new governance provisions.

What does declassification of the Five9 (FIVN) Board of Directors mean?
Declassification of the Five9 board means it is moving away from a staggered structure where directors serve overlapping multi‑year terms. Instead, directors can be elected on a more uniform basis, which can simplify stockholder influence over board composition over time.

How did Five9 (FIVN) change its supermajority voting requirements?
Five9’s amended charter eliminates supermajority voting requirements described in the document. This means affected stockholder actions will no longer need unusually high approval levels, relying instead on more standard voting thresholds for decisions covered by the revised provisions.

When did Five9 (FIVN) adopt its new charter and bylaws?
Five9 stockholders approved the Amended and Restated Certificate of Incorporation on May 20, 2026. The Board then approved amended and restated bylaws effective May 26, 2026, so that the bylaws reflect the new board declassification provisions in the charter.

Where can investors find the full text of Five9’s new charter and bylaws?
The complete Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are attached as Exhibits 3.1 and 3.2. These exhibits provide the full legal language for the governance changes approved and implemented in May 2026.
0001288847false12/3100012888472026-05-262026-05-26

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): May 26, 2026
FIVE9, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware001-3638394-3394123
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3001 Bishop Drive, Suite 350
San Ramon, CA 94583
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 201-2000
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.001 per shareFIVNThe NASDAQ Global Market
Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2026, the stockholders of Five9, Inc. (the “Company”), at the Company’s 2026 Annual Meeting of Stockholders, approved the Company’s Amended and Restated Certificate of Incorporation, which was filed on May 20, 2026, with the Secretary of State of the State of Delaware (the “A&R Charter”) to (i) effect the declassification of the Board of Directors (the “Board”) and (ii) eliminate supermajority voting requirements, as set forth in the A&R Charter.
On May 26, 2026, the Board of the Company approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective as of that date, to align the Bylaws with the declassification provisions of the A&R Charter.
The foregoing description is qualified in its entirety by reference to the full text of the A&R Charter and Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
 
Exhibit No.  Description
3.1
Amended and Restated Certificate of Incorporation of Five9, Inc.
3.2
Amended and Restated Bylaws of Five9, Inc.
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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.
 
   FIVE9, INC.
Date: May 26, 2026   By: /s/ Bryan Lee
    Bryan Lee
    
Chief Financial Officer



Source: View Original Filing on SEC EDGAR

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