8-K Reports
PROCORE TECHNOLOGIES, INC.
CIK

1611052

Accepted

Dec 6, 2024, 10:25 PM

Accession

0001193125-24-272569

5.03 Amendments to Articles of Incorporation or Bylaws
9.01 Financial Statements and Exhibits
Items (2)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 5, 2024, the board of directors (the “ Board”) of Procore Technologies, Inc. (the “ Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws (i) make certain changes to conform to recent amendments to the Delaware General Corporation Law (the “ DGCL”), (ii) add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the DGCL, (iii) update procedures and rules relating to stockholder meetings, (iv) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors, submissions of proposals regarding other business at stockholder meetings, and general director eligibility, and (v) make certain other ministerial changes. The foregoing summary of the amendments effected by the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form8-Kand is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The exhibit listed below is being furnished with this Current Report on Form8-K. Exhibit Description Number 3.1 Amended and Restated Bylaws of Procore Technologies, Inc., adopted on December 5, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Procore Technologies, Inc. Date: December 6, 2024 By: /s/ Benjamin C. Singer Benjamin C. Singer Chief Legal Officer and Corporate Secretary