Yext updates bylaws on director elections

Yext, Inc. reports that its Board of Directors has approved amendments to the company’s Amended and Restated Bylaws, effective immediately before the filing of its April 27, 2026 proxy statement.

Rhea-AI Filing Summary

Yext, Inc. reports that its Board of Directors has approved amendments to the company’s Amended and Restated Bylaws, effective immediately before the filing of its April 27, 2026 proxy statement. The changes adopt a majority voting standard for uncontested director elections and retain a plurality standard for contested elections.

The amendments also update advance notice provisions for stockholder proposals and director nominations, add a forum selection provision, and incorporate changes in Delaware law and current market practice, along with other technical and conforming edits. The full amended bylaws are provided as Exhibit 3.1.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

majority voting standard, plurality voting standard, advance notice provisions, forum selection provision, +1 more

5 terms

majority voting standard financial

"The amendments adopt a majority voting standard for uncontested director elections"

plurality voting standard financial

"with a plurality voting standard for contested director elections"

A plurality voting standard means the candidate with the most votes wins an election, even if they receive less than half of the votes. For investors this matters because it makes it easier for directors or management to keep their seats with only a relative advantage rather than broad shareholder support, affecting board accountability, the ease of replacing directors, and how power shifts in contested votes — like a race where first past the post wins.

advance notice provisions financial

"update the Company’s advance notice provisions regarding proposals and nominations from stockholders"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

forum selection provision regulatory

"insert a forum selection provision; make updates to reflect changes in Delaware law"

Amended and Restated Bylaws regulatory

"approved amendments to 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What bylaw changes did YEXT announce in this 8-K filing?

Yext’s Board approved amendments to its Amended and Restated Bylaws. The changes include a majority voting standard for uncontested director elections, updated advance notice rules for stockholder proposals and nominations, a forum selection provision, and technical updates reflecting Delaware law and market practice.

How do the new YEXT bylaws affect director election standards?

The amended bylaws introduce a majority voting standard for uncontested director elections, meaning nominees must receive more votes for than against. For contested elections, where multiple candidates compete for the same seat, Yext will continue to use a plurality voting standard under the revised bylaws.

What are the new advance notice provisions in YEXT’s bylaws?

The bylaws update Yext’s advance notice provisions governing how stockholders can submit proposals and director nominations. These changes clarify procedural and timing requirements for stockholder actions, aligning the company’s practices with current market standards and recent developments in Delaware corporate law.

What is the forum selection provision added to YEXT’s bylaws?

Yext’s amended bylaws add a forum selection provision, designating a specific court system for certain corporate disputes. This type of clause is designed to centralize litigation in a chosen jurisdiction, which the company notes aligns its governance documents with prevailing market practice and Delaware law updates.

When did YEXT’s amended bylaws become effective?

The amended bylaws became effective immediately before Yext filed its proxy statement on April 27, 2026. The Board of Directors approved the changes on April 23, 2026, and the company attached the complete Amended and Restated Bylaws as Exhibit 3.1 to this current report.

Where can investors review the full text of YEXT’s amended bylaws?

Investors can review the complete text of Yext’s amended Amended and Restated Bylaws in Exhibit 3.1 to the current report. The company states that its summary is qualified in its entirety by this exhibit, which is incorporated by reference for detailed governance terms and conditions.

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Accepted by SEC EDGAR 04/27/2026 - 04:09 PM EDT Learn about SEC filing dates

false00016141781/3100016141782026-04-232026-04-23

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)

April 23, 2026

YEXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38056

20-8059722

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

61 Ninth Avenue

New York, NY 10011

(Address of principal executive offices, including zip code)

(212) 994-3900

(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 (see General Instruction A.2. below):

☐ 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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

YEXT

New York Stock Exchange

Indicate 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. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 23, 2026, the Board of Directors of Yext, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of immediately prior to the filing of the Company’s proxy statement on April 27, 2026. The amendments adopt a majority voting standard for uncontested director elections, with a plurality voting standard for contested director elections; update the Company’s advance notice provisions regarding proposals and nominations from stockholders; insert a forum selection provision; make updates to reflect changes in Delaware law and to reflect current market practice; and make other technical and conforming changes. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.1 and are herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit Number						Description
3.1						Amended and Restated Bylaws of Yext, Inc.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									YEXT, INC.
						By:			/s/ Ho Shin
									Ho Shin EVP & General Counsel

Date: April 27, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 261.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB