Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03Amendments 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.