Yext, Inc. 8-K

What Happened Yext, Inc. announced on April 27, 2026 that its Board of Directors, acting on the Nominating and Corporate Governance Committee’s recommendation, approved amendments to the company’s Amended and Restated Bylaws. The amendments are effective immediately prior to the filing of Yext’s proxy statement on April 27, 2026 and update how director elections and certain shareholder submissions are handled.

Key Details

• The bylaws adopt a majority voting standard for uncontested director elections; plurality voting remains for contested elections.
• The advance notice provisions for stockholder proposals and nominations were updated (timing/requirements revised in the bylaws).
• A forum selection provision was added to the bylaws.
• Amendments also update provisions to reflect recent Delaware law changes and current market practice; the full Amended and Restated Bylaws are furnished as Exhibit 3.1 to the filing.

Why It Matters These are corporate governance changes rather than financial disclosures. Majority voting for uncontested elections raises the voting threshold for directors in non-contested races and can affect how votes on director nominees are counted and how contested vs. uncontested elections are treated. The forum selection clause and advance notice updates affect where certain shareholder litigation can be brought and how shareholders submit nominations or proposals—both relevant to shareholder rights and governance engagement. The filing does not report any changes to executive officers, financial results, or transactions.