Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


			June 7, 2024 (June 6, 2024)
Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37397	36-4880301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1700 S. Pavilion Center Drive, Suite 330

Las Vegas, NV 89135

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

(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:


☐			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 $0.0001 per share

RMNI

The Nasdaq Global Market

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 3.03			MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated into this Item 3.03 by reference.


ITEM 5.03			AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

As disclosed in Item 5.07 below, on June 6, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rimini Street, Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to include the exculpation of officers as permitted by Delaware law, as further described in “Proposal No. 2 — Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Include the Exculpation of Officers as Permitted by Delaware Law” on pages 23-24 of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the “2024 Proxy Statement”) and previously approved by the Board. The Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the State of Delaware Department of State: Division of Corporations following the adjournment of the Annual Meeting on June 6, 2024 to reflect the Amendment, which became effective upon filing of the Certificate of Amendment. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.


ITEM 5.07			SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 6, 2024, the Company held its 2024 Annual Meeting virtually via live audio webcast. A total of 90,390,469 shares of common stock, par value $0.0001 per share (“Common Stock”), were issued and outstanding and entitled to vote as of April 15, 2024, the record date for the Annual Meeting. There were 80,880,828 shares of Common Stock represented in person or by proxy at the Annual Meeting (representing approximately 89.5% of the voting power of the Company’s outstanding capital stock), constituting a quorum.

The stockholders were asked to vote on four proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, as further described in the 2024 Proxy Statement, and the final voting results for each such proposal:

Proposal 1: Election of one Class I director nominee, to hold office until the 2027 annual meeting of stockholders and until his successor is elected and qualified:

Nominees

For

Withheld

Broker Non-Votes

Jack L. Acosta

60,791,110

12,342,952

7,746,766

Proposal 2: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Include the Exculpation of Officers as Permitted by Delaware Law:


For	Against	Abstain	Broker Non-Votes
69,785,882	3,234,055	114,125	7,746,766

Proposal 3: Non-binding, advisory vote on the compensation of the Company’s Named Executive Officers, as further described in the Notice and Proxy Statement distributed in advance of the Annual Meeting (Say-on-Pay Vote):


For	Against	Abstain	Broker Non-Votes
68,575,052	2,668,349	1,890,661	7,746,766

Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:


For	Against	Abstain	Broker Non-Votes
80,766,983	104,252	9,593	0


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Exhibit Title

3.1						Certificate of Amendment Dated J une 6, 2024 to the Amended and Restated Certificate of Incorporation of Rimini Street, Inc.
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 hereunto duly authorized.

RIMINI STREET, INC.

Dated: June 7, 2024

By:

/s/ Seth A. Ravin

Name: Seth A. Ravin

Title: President and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

RIMINI STREET, INC.

Rimini Street, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 10, 2017 (the “Certificate of Incorporation”).

2.Article IX of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

ARTICLE IX

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, no director or officer (as defined in Section 102(b)(7) of the DGCL) of the corporation will be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this corporation’s Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

3.This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4.All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Seth A. Ravin, its President, Chief Executive Officer and Chairman of the Board, this 6th day of June, 2024.

RIMINI STREET, INC.

By:

/s/ Seth A. Ravin

Name: Seth A. Ravin

Title: President, Chief Executive Officer and Chairman of the Board

Cover	Jun. 07, 2024
Document Information [Line Items]
Entity Central Index Key	0001635282
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	Rimini Street, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37397
Entity Tax Identification Number	36-4880301
Entity Address, Address Line One	1700 S. Pavilion Center Drive
Entity Address, Address Line Two	Suite 330
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	(702)
Local Phone Number	839-9671
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RMNI
Security Exchange Name	NASDAQ