Peloton Interactive : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 4, 2024, the Board of Directors of Peloton Interactive, Inc. (the "Company") approved the amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Second Amended and Restated Bylaws"), effective as of such date. Among other things, the Second Amended and Restated Bylaws:

(a) revise the disclosure and procedural requirements in connection with stockholder nominations of directors and solicitation of proxies, including by incorporating changes relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in light of the universal proxy rules adopted by the Securities and Exchange Commission;

(b) allow for "householding" of stockholder notices in accordance with Rule 14a-3(e) under the Exchange Act and Section 233 of the Delaware General Corporation Law (the "DGCL");

(c) update various provisions to reflect amendments to the DGCL, including by clarifying the adjournment procedures for virtual meetings of stockholders and eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders; and

(d) add an emergency bylaw provision to authorize certain actions by directors without quorum during an emergency.

The foregoing summary and description of the provisions of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.