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Washington, D.C. 20549








Current Report


Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 14, 2024





(Exact name of registrant as specified in its charter) 




Delaware   001-34835   20-1409613
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


1000 Chesterbrook Boulevard, Suite 250

Berwyn, Pennsylvania

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (312) 827-2800


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 $0.005 per share   ENV   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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On March 14, 2024, the Board of Directors (the “Board”) of Envestnet, Inc. (the “Company”) amended and restated the Company’s By-laws (the “Restated By-laws”), effective March 14, 2024. The Restated By-laws: (1) declassify the Board beginning at the 2024 annual meeting of shareholders and phase in annual election of directors over the succeeding two years; (2) provide that any director elected to a one-year term may be removed from office, in the manner specified in the Restated By-laws, at any time prior to the expiration of his, her or their term of office, with or without cause; and (3) incorporate certain ministerial, modernizing, clarifying and conforming changes. As a result of the adoption of the Restated By-laws, directors to be elected at the Company’s 2024 annual meeting of shareholders will be elected for a one-year term.


The foregoing description is qualified in its entirety by reference to the full text of the Restated By-laws, a copy of which is attached hereto as Exhibit 3.2 and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number   Description
3.2   Amended and Restated By-Laws
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.


  By: /s/ Shelly O’Brien
    Name: Shelly O’Brien
    Title: Chief Legal Officer, General Counsel and Corporate Secretary
Date: March 14, 2024