secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
CLW Clearwater Paper Corp

Clearwater Paper Corp: Amendment to Restated Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2026-05-07).

“At a meeting held prior to the Annual Meeting, the Company’s Board of Directors approved a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) containing an amendment providing for the exculpation of the Company’s officers in specific circumstances, as permitted by Delaware law (the “Exculpation Amendment”). As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Restated Certificate. On May 7, 2026 , the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.”
MOBI Mobia Medical, Inc.

Mobia Medical, Inc.: Amended and restated bylaws effective upon IPO closing, establishing procedures for stockholder proposals and director nominations, and conforming to the restated certificate (effective 2026-05-11).

“On May 11, 2026, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors to become effective upon the effectiveness of the Restated Certificate, became effective.”
MOBI Mobia Medical, Inc.

Mobia Medical, Inc.: Amended and restated certificate of incorporation upon IPO closing, increasing authorized common stock to 950M shares, eliminating prior preferred stock references, authorizing 50M shares of undesignated preferred stock, establishing classified board with staggered three-year terms, requiring cause (effective 2026-05-11).

“On May 11, 2026, Mobia Medical, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the “IPO”) of shares of its common stock.”
GNVR Genvor Inc

Genvor Inc: Filed certificate of designation creating Series C Preferred Stock, not an amendment to articles of incorporation or bylaws (effective 2026-05-05).

“On May 5, 2026, Genvor Incorporated (“ Genvor ”) filed with the State of Nevada a certificate of designation (the “ Designation ”) designating the rights and preferences of Genvor’s Series C Preferred Stock”
BPOP POPULAR, INC.

POPULAR, INC.: Amended and Restated By-Laws adopted to align indemnification provisions with the charter amendment, effective upon shareholder approval of the Indemnification Amendment (effective 2026-05-08).

“the Board approved and conditionally adopted the Corporation’s Amended and Restated By-Laws (the “A&R By-laws”) to align the indemnification provisions in the Corporation’s by-laws with the Indemnification Amendment, subject to shareholder approval of the Indemnification Amendment. The A&R By-laws became effective immediately upon the shareholders’ approval of the Indemnification Amendment at the Annual Meeting of Shareholders of the Corporation.”
BPOP POPULAR, INC.

POPULAR, INC.: Shareholders approved amendments to the Restated Certificate of Incorporation to modernize indemnification provisions, add director and officer exculpation, and remove outdated director election procedures (effective 2026-05-08).

“On May 8, 2026, at the Annual Meeting of Shareholders of Popular, Inc. (the “Corporation”), the Corporation’s shareholders approved amendments to the Corporation’s Restated Certificate of Incorporation (the “Amendments”): (i) modernizing the indemnification provisions in, and making other clarifying or streamlining changes to, Article TENTH (the “Indemnification Amendment”); (ii) adding a new provision to Article TENTH to provide for the exculpation of directors and officers to the fullest extent permitted by the Puerto Rico General Corporations Law; and (iii) changing Article SEVENTH to remove language relating to the procedures for director elections held prior to 2023, at which time the Corporation’s Board of Directors (the “Board”) became fully declassified and all directors became subject to annual elections.”
AGAE Allied Gaming & Entertainment Inc.

Allied Gaming & Entertainment Inc.: Reduced quorum requirement from majority to 33⅓% of outstanding shares entitled to vote (effective 2026-05-11).

“On May 11, 2026, the Board of Directors (the “Board”) of the Company approved an amendment to the Company’s Bylaws, effective immediately (the “Amendment”), to reduce the number of shares that are required to be present in person or represented by proxy at a meeting of the Company’s stockholders (a “Meeting”) for purposes of establishing a quorum.”
RF REGIONS FINANCIAL CORP

REGIONS FINANCIAL CORP: The Board approved amendments to the By-Laws consistent with the supermajority amendment, providing that By-Laws may be amended by a majority vote of outstanding shares (effective 2026-05-06).

“In connection with the Charter Amendments, the Board approved certain amendments (the “By-Law Amendments”) to the Company’s By-Laws (as so amended and restated, the “Amended By-Laws”) consistent with the Supermajority Amendment.”
RF REGIONS FINANCIAL CORP

REGIONS FINANCIAL CORP: Shareholders approved amendments to the Certificate of Incorporation to eliminate certain supermajority voting requirements, eliminate business combination restrictions, and limit officer liability (effective 2026-05-11).

“At the Annual Meeting of Shareholders held by Regions Financial Corporation (“Regions” or the “Company”) on May 6, 2026 (the “2026 Annual Meeting”), the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation (the “Charter”).”
MUSA Murphy USA Inc.

Murphy USA Inc.: Amend Article 7(B) of Certificate of Incorporation to allow stockholders owning 25% or more of voting power to call special meetings (effective 2026-05-07).

“Amend Article 7(B) of the Certificate of Incorporation to allow stockholders owning 25% or more of the voting power of our outstanding common stock entitled to vote to call a special meeting of the stockholders.”
MUSA Murphy USA Inc.

Murphy USA Inc.: Amend Article 6 of Certificate of Incorporation to phase-out classified board structure over three years and provide for annual election of directors (effective 2026-05-07).

“approved amendments to the Company’s restated certificate of incorporation”
VECA Vernal Capital Acquisition Corp.

Vernal Capital Acquisition Corp.: On May 5, 2026, the Company's Amended and Restated Memorandum and Articles of Association became effective in connection with the IPO (effective 2026-05-05).

“Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On May 5, 2026, in connection with the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective (the “ Amended Charter ”).”
ODTX Odyssey Therapeutics, Inc.

Odyssey Therapeutics, Inc.: Effective May 11, 2026, in connection with its IPO, the Company adopted amended and restated bylaws approved by the board and stockholders (effective 2026-05-11).

“Effective as of May 11, 2026, the Company adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) in connection with the closing of the IPO. The Board and stockholders previously approved the Amended and Restated Bylaws to be effective immediately prior to the closing of the IPO.”
ODTX Odyssey Therapeutics, Inc.

Odyssey Therapeutics, Inc.: On May 11, 2026, in connection with its IPO, the Company filed an amended and restated certificate of incorporation approved by the board and stockholders (effective 2026-05-11).

“In connection with the closing of the IPO, on May 11, 2026, the Company filed an amended and restated certificate of incorporation (the “ Amended and Restated Certificate of Incorporation ”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “ Board ”) and stockholders previously approved the Amended and Restated Certificate of Incorporation to be effective as of immediately prior to the closing of the IPO.”
KZR Kezar Life Sciences, Inc.

Kezar Life Sciences, Inc.: Bylaws amended and restated entirely pursuant to merger agreement.

“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
KZR Kezar Life Sciences, Inc.

Kezar Life Sciences, Inc.: Certificate of incorporation amended and restated entirely pursuant to merger agreement.

“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”
COUR Coursera, Inc.

Coursera, Inc.: Increased authorized shares of Common Stock from 300,000,000 to 600,000,000 (effective 2026-05-11).

“the Company amended its Amended and Restated Certificate of Incorporation by filing with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to increase the number of authorized shares of Company Common Stock from 300,000,000 shares to 600,000,000 shares”
UDMY Udemy, Inc.

Udemy, Inc.: Bylaws were amended and restated at the Effective Time.

“At the Effective Time, the bylaws of Udemy, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.”
UDMY Udemy, Inc.

Udemy, Inc.: Certificate of incorporation was amended and restated at the Effective Time.

“At the Effective Time, the certificate of incorporation of Udemy, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1.”
MOH MOLINA HEALTHCARE, INC.

MOLINA HEALTHCARE, INC.: Amended and restated bylaws to implement procedures for special meetings called by stockholders and make technical changes (effective 2026-05-06).

“on May 6, 2026, the Company’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately”
MOH MOLINA HEALTHCARE, INC.

MOLINA HEALTHCARE, INC.: Amended certificate of incorporation to allow stockholders holding at least 20% voting power to call special meetings (effective 2026-05-06).

“On May 6, 2026, at the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow stockholders holding at least 20% of the voting power of the outstanding shares of capital stock of the Company to call a special meeting of stockholders”
BAX BAXTER INTERNATIONAL INC

BAXTER INTERNATIONAL INC: Amended and restated bylaws to set board size range of not less than seven nor more than twelve directors (effective 2026-05-05).

“the Board approved a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) reflecting that the number of directors on the Board shall not be less than seven nor more than twelve”
BAX BAXTER INTERNATIONAL INC

BAXTER INTERNATIONAL INC: Amended charter to reduce minimum number of directors to seven with no stated maximum limit (effective 2026-05-05).

“the stockholders of the Company approved an amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to reduce the required minimum number of directors to seven with no stated maximum limit.”
LKQ LKQ CORP

LKQ CORP: Amended and restated bylaws to amend Section 3 of Article II to provide ownership and procedural requirements relating to the right of stockholders to request a special meeting (effective 2026-05-08).

“the Board approved Amended and Restated Bylaws of the Company reflecting an amendment of Section 3 of Article II to provide for certain ownership and procedural requirements relating to the right of the requisite stockholders to request in writing that the Board call and hold a special meeting of the Company’s stockholders, as summarized in Proposal No. 4 and as set forth in the Charter Amendment.”
LKQ LKQ CORP

LKQ CORP: Amended restated certificate of incorporation to provide stockholders holding a combined 25% or more of common stock with the right to request a special meeting of stockholders (effective 2026-05-08).

“the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.”
ENTG ENTEGRIS INC

ENTEGRIS INC: Board approved Amended and Restated By-Laws to conform to the charter amendment, effective May 7, 2026 (effective 2026-05-07).

“On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.”
PSEC PROSPECT CAPITAL CORP

PROSPECT CAPITAL CORP: Articles Supplementary filed to reclassify 16,000,000 shares of common stock into Series A Preferred Stock (effective 2026-05-08).

“On May 8, 2026, in connection with the Offering, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 16,000,000 authorized and unissued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), into shares of Series A Preferred Stock.”
CCTC LataMed AI Corp.

LataMed AI Corp.: Designated a new series of preferred stock, Series C Voting Preferred Stock, and filed a Certificate of Designation (effective 2026-05-06).

“On May 6, 2026, the Board of Directors of LataMed AI Corp. (formerly Catalyst Crew Technologies Corp.) (the “Company”) approved the designation of a new series of preferred stock designated as the “Series C Voting Preferred Stock” and filed a Certificate of Designation with the Nevada Secretary of State establishing the rights, preferences, and limitations of such series.”
ADT ADT Inc.

ADT Inc.: Removed references related to Apollo and the Amended and Restated Stockholders Agreement from the Bylaws (effective 2026-05-08).

“On May 8, 2026, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, dated as of September 15, 2023 (as amended, the “ Bylaws ”), to remove references related to Apollo and the Amended and Restated Stockholders Agreement, dated December 14, 2018, between the Company, Prime Security Services TopCo Parent, L.P., and the Co-Investors.”
HAWK HawkEye 360, Inc.

HawkEye 360, Inc.: Adopted Amended and Restated Bylaws effective upon closing of the IPO (effective 2026-05-08).

“Effective as of May 8, 2026, the Company adopted Amended and Restated Bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
HAWK HawkEye 360, Inc.

HawkEye 360, Inc.: Filed an Amended and Restated Certificate of Incorporation effective upon closing of the IPO (effective 2026-05-08).

“On May 8, 2026, HawkEye 360, Inc. (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of its common stock (the “IPO”).”
SUJA SUJA LIFE, INC.

SUJA LIFE, INC.: Adopted amended and restated bylaws (effective 2026-05-07).

“and adopted amended and restated bylaws (the “Bylaws”), each of which became effective on May 7, 2026.”
SUJA SUJA LIFE, INC.

SUJA LIFE, INC.: Filed amended and restated certificate of incorporation (effective 2026-05-07).

“On May 7, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
APAD Enhanced Group Inc.

Enhanced Group Inc.: Company ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company”
APAD Enhanced Group Inc.

Enhanced Group Inc.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2026-05-07).

“on May 7, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics”
APAD Enhanced Group Inc.

Enhanced Group Inc.: Adopted new By-laws effective as of the Closing.

“the Company adopted the By-laws effective as of the Closing”
APAD Enhanced Group Inc.

Enhanced Group Inc.: Filed Certificate of Formation with Secretary of State of Texas immediately prior to Business Combination.

“Immediately prior to the consummation of the Business Combination, A Paradise filed the Certificate of Formation with the Secretary of State of the State of Texas”
MAN ManpowerGroup Inc.

ManpowerGroup Inc.: Amended Section 3.3 of Article III of By-Laws to permit removal of director with or without cause by affirmative vote of two-thirds of outstanding shares (effective 2026-05-08).

“the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.”
MAN ManpowerGroup Inc.

ManpowerGroup Inc.: Approved amendment to Amended and Restated Articles of Incorporation to permit removal of directors with or without cause.

“At the 2026 Annual Meeting, shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “ Articles of Incorporation ”) to permit the removal of directors with or without cause.”
SCI SERVICE CORP INTERNATIONAL

SERVICE CORP INTERNATIONAL: Amendments to Articles of Incorporation to modify director-related provisions (effective 2026-05-07).

“The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).”
SCI SERVICE CORP INTERNATIONAL

SERVICE CORP INTERNATIONAL: Amendments to Bylaws to modify director-related provisions (effective 2026-05-06).

“The amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).”
AEIS ADVANCED ENERGY INDUSTRIES INC

ADVANCED ENERGY INDUSTRIES INC: Amendment increases number of authorized shares of common stock from 70,000,000 to 140,000,000 (effective 2026-05-07).

“the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.”
OLOX OLENOX INDUSTRIES INC.

OLENOX INDUSTRIES INC.: Amended certificate of incorporation to effect a 1-for-10 reverse stock split of common stock (effective 2026-05-08).

“On May 7, 2026, Olenox Industries Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment became effective as of 12:01 a.m. Eastern Time on May 8, 2026.”
TCMD TACTILE SYSTEMS TECHNOLOGY INC

TACTILE SYSTEMS TECHNOLOGY INC: Amended certificate of incorporation to provide that directors may be removed in a manner consistent with Delaware law (effective 2026-05-06).

“on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).”
BRK-B BERKSHIRE HATHAWAY INC

BERKSHIRE HATHAWAY INC: Amended and restated By-Laws to update officer roles and responsibilities, changes to Sections 4, 6, and 10 (effective 2026-05-03).

“On May 3, 2026, the Board of Directors of Berkshire (the “Board”) voted to amend and restate Berkshire’s By-Laws effective immediately.”
DVN DEVON ENERGY CORP/DE

DEVON ENERGY CORP/DE: Increased authorized shares of common stock from 1,000,000,000 to 2,000,000,000 (effective 2026-05-07).

“On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.”
CUK CARNIVAL PLC

CARNIVAL PLC: Carnival Corporation migrated its jurisdiction of incorporation from Panama to Bermuda and changed its name to Carnival Corporation Ltd., as part of the DLC Unification and Redomiciliation Transactions (effective 2026-05-07).

“In addition, Carnival Corporation also migrated its jurisdiction of incorporation from the Republic of Panama to Bermuda and changed its name to "Carnival Corporation Ltd." (the "Redomiciliation" and, together with the DLC Unification, the "DLC Unification and Redomiciliation Transactions").”
CPRX CATALYST PHARMACEUTICALS, INC.

CATALYST PHARMACEUTICALS, INC.: Amended Article VIII, Section 8.1 of the By-Laws (Forum Selection Amendment) (effective 2026-05-06).

“On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.”
KALA KALA BIO, Inc.

KALA BIO, Inc.: Amended the restated certificate of incorporation to effect a 1-for-50 reverse stock split of common stock, effective May 8, 2026 (effective 2026-05-08).

“On May 7, 2026, KALA BIO, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Restated Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”) with the Secretary of State of Delaware to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on May 8, 2026 (the “ Reverse Stock Split ”).”
FBIN Fortune Brands Innovations, Inc.

Fortune Brands Innovations, Inc.: Board approved an amendment to the Bylaws to eliminate the supermajority vote requirement for shareholders to amend the Bylaws and replaced it with the default voting standard under the Delaware General Corporation Law (effective 2026-05-06).

“Our Board also approved a corresponding amendment to the Bylaws to eliminate the supermajority vote requirement for shareholders to amend the Bylaws and replaced that provision with the default voting standard under the Delaware General Corporation Law, which became effective on May 6, 2026.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.