Activision Blizzard (ATVI)

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 15, 2008, Activision Blizzard, Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1,200,000,000 shares to 2,400,000,000 shares, and the total number of shares that the Company has the authority to issue to 2,405,000,000 shares, of which 5,000,000 shares are designated as preferred stock.

The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)           On September 27, 2007, the Board of Directors of the Company approved an amendment and restatement of the Company’s Bylaws (the “Bylaws”). Pursuant to the amendment and restatement, among other things:

•                  Section 2.1 (Place of Stockholders’ Meetings) was revised to permit stockholder meetings to be held partially or wholly by remote communication;

•                  Certain sections of the Bylaws, including Section 2.5 (Notice of Meetings of Stockholders), Section 2.11 (List of Stockholders), Section 3.4(e) (Meetings of the Board of Directors) and Section 7.3 (Notice and Waiver of Notice), were revised to permit certain processes and procedures to be performed electronically;

•                  Certain sections of the Bylaws, including Section 2.9 (Proxies), Section 2.10 (Inspectors) and Section 2.13 (Action By Consent Without Meeting), were revised to reflect certain recent changes in the Delaware General Corporation Law and to clarify certain procedures related to the revocation of proxies and actions taken by written consent of stockholders;

•                  Section 2.14 (Advance Notice Procedures) of the Bylaws was revised to clarify the notice procedures stockholders must follow in order to make proposals for business to be brought before an annual meeting;

•                  Certain sections of the Bylaws relating to the directors and officers of the Company, including Section 3.2 (Number and Terms of Office of Directors), Section 3.5 (Quorum and Action), Section 3.6 (Presiding Officer and Secretary of Meeting), Section 3.9(a) (Committees), Section 4.1 (Officers) and Section 4.3 (Duties), were revised to more precisely reflect current practices of the Company relating to its officers, to resolve inconsistencies among the provisions, to remove provisions that were no longer relevant and to clarify certain procedures and requirements related to meetings of and voting by the Board of Directors;

•                  Section 3.9(c) (Committees) of the Bylaws was added to reflect that the Board of Directors will be governed by Section 141(c)(2) of the Delaware General Corporation Law;

•                  Certain sections of the Bylaws, including Section 5.1 (Stock Certificates and Uncertificated Shares), Section 5.3 (Transfer of Record Ownership) and Section 5.4 (Lost, Stolen or Destroyed Certificates), were revised to permit the Company to issue uncertificated shares and facilitate the Company’s maintenance of orderly books and records; and

•                  Section 8.2 (Right to Advancement of Expenses) of the Bylaws was revised to clarify and elaborate on the procedures and requirements for the advancement of expenses in connection with the Company’s indemnification of its directors and officers.

The foregoing description of the revisions to the Bylaws in connection with the amendment and restatement thereof is qualified in its entirety by reference to the full text of the Bylaws, as so amended and restated, which are filed as Exhibit 3.1 and incorporated herein by reference.

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