LegalState of Delaware
Certificate of Amendment of Certificate of Incorporation of tinyBuild, Inc.
28 Feb 20265 pages~6 min full read
TinyBuild, Inc. transitioned to a declassified board structure, requiring all directors to stand for annual election by the 2026 stockholders' meeting.
See it on page 2The board now holds exclusive authority to set the number of directors and fill all vacancies or newly created board positions, removing stockholder input from these appointments.
See it on page 3Stockholders retain the right to remove directors with or without cause, but the board maintains sole power to appoint their replacements.
See it on page 3The company expanded liability protections for directors and officers, shielding them from personal monetary damages for breaches of fiduciary duty to the maximum extent allowed under Delaware law.
See it on page 3Legal disputes are now restricted to specific jurisdictions, with federal district courts designated for Securities Act of 1933 claims and Delaware courts mandated for 1934 Act derivative claims.
See it on page 3The Certificate of Amendment, signed by CFO Gjasone Salati and filed on June 12, 2025, aligns the company's governance with current Delaware corporate standards.
See it on page 5TinyBuild Inc., a Delaware-incorporated video game publisher, enacted significant structural changes to its corporate governance through a Certificate of Amendment filed on June 12, 2025. This legal filing formalizes a shift in the company’s internal leadership framework, specifically transitioning the Board of Directors toward a declassified structure. Under these new provisions, all directors will serve one-year terms expiring at the subsequent annual meeting of stockholders, effectively ending any previous multi-year staggered terms by the 2026 annual meeting.
The amendments further centralize control over board composition within the board itself. The number of directors is now fixed exclusively by board resolution, and any vacancies or newly created positions must be filled by a majority of the remaining directors rather than by stockholders. While stockholders retain the power to remove directors with or without cause via a majority vote, the board maintains the sole authority to appoint replacements. Additionally, the company expanded its liability protections, stipulating that directors and officers are not personally liable for monetary damages resulting from breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law.
Geographically and legally, the scope of these changes establishes Delaware as the primary jurisdiction for corporate disputes. The amendment mandates that federal district courts serve as the exclusive forum for Securities Act of 1933 claims, while the Delaware Court of Chancery or the federal district court for the District of Delaware are designated as the sole venues for derivative claims under the Securities and Exchange Act of 1934. These updates, signed by CFO Gjasone Salati, align the company’s governing documents with modern Delaware corporate standards regarding executive indemnification and jurisdictional exclusivity.
