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
June 26, 2024
Date of Report
(Date of earliest event reported)
COUPANG, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40115 | 27-2810505 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
720 Olive Way, Suite 600
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
(206) 333-3839
(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:
☐ 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 | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | CPNG | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 26, 2024, the Board of Directors (the “Board”) of Coupang, Inc. (the “Company”) approved and adopted amendments to the Company’s bylaws (as amended, the “Amended and Restated Bylaws”), effective as of such date. The amendments were adopted to (i) revise Section 5(b)(iv) of Article III to clarify that certain information required in the written notice required for stockholders to nominate individuals for election to the Board or propose other business at a meeting of stockholders is limited to financial support of such nomination, (ii) narrow the definition of the term “Proponent Associated Person,” by, among others, removing the language “any others acting in concert,” (iii) eliminate the term “performance-related fee” from the definition of the term “Derivative Transaction,” and (iv) revise Section 14(a) of Article III to clarify that only an officer or director designated by the Board may serve as Chairperson at a meeting of stockholders in the absence of the Chairperson of the Board or the Chief Executive Officer.
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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.
| COUPANG, INC. (REGISTRANT) | |||||
| By: | /s/ Harold Rogers | ||||
| Harold Rogers | |||||
| Chief Administrative Officer and General Counsel | |||||
Dated: June 27, 2024