UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2024, the Compensation Committee of the Board of Directors (“Board”) of Playtika Holding Corp. (the “Company”) approved the following 2023 bonuses to the Company’s named executive officers: Mr. Antokol, $4,042,763, Mr. Abrahams, $2,310,151; Mr. Kinberg, $1,443,844; Mr. Aizenberg, $1,443,844 and Mr. Cohen, $1,270,583.
Item 5.03 Amendments to Articles of Incorporation or Bylaws’ Change in Fiscal Year
On February 7, 2024, the Board approved the Company’s Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective as of such date, to, among other things:
| • | Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; |
| • | Simplify certain procedural mechanics and enhance disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act), including, without limitation, by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies; and |
| • | Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. |
The Amended and Restated Bylaws also delete certain obsolete provisions and incorporate certain technical, modernizing, clarifying and conforming changes.
The foregoing summary and description of the 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 attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Second Amended and Restated Bylaws of Playtika Holding Corp, adopted on February 7, 2024 | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). | |
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, thereunto duly authorized.
| PLAYTIKA HOLDING CORP. | ||
| By: | /s/ Craig Abrahams | |
| Craig Abrahams | ||
| President and Chief Financial Officer | ||
Dated as of February 9, 2024