Foxx Development Holdings Inc.: Approved and adopted a new Code of Ethics for directors, officers and employees.
“the New Foxx Board approved and adopted a new Code of Ethics applicable to directors, officers and employees (the “Code of Ethics”).”
Governance Changes
Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Foxx Development Holdings Inc.: Adopted amended and restated certificate of incorporation effective September 25, 2024 (effective 2024-09-25).
“The New Charter, which became effective upon filing with the Secretary of State of the State of Delaware on September 25, 2024, includes the amendments proposed by the Charter Proposal and approved at the Special Meeting.”
Foxx Development Holdings Inc.: Adopted amended and restated bylaws effective as of September 24, 2024 (effective 2024-09-24).
“on September 24, 2024, pursuant to the approval of the Charter Proposal, the New Foxx Board approved and adopted the New Bylaws, which became effective as of the Effective Time.”
LAM RESEARCH CORP: Amendment to Restated Certificate of Incorporation to effect a ten-for-one forward stock split and increase authorized common stock from 400,000,000 to 4,000,000,000 shares (effective 2024-10-02).
“On October 2, 2024, Lam Research Corporation (the “Company”) filed an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), without any change to its par value.”
FIRST NATIONAL CORP /VA/: Amended Article II(A) of the By-laws to increase board size from 10 to 13 members (effective 2024-10-01).
“On October 1, 2024, the Board of Directors of the Company amended Article II(A) of the Company’s By-laws, which was effective upon consummation of the Merger. The amendment to Article II(A) increased the size of the Board from 10 to 13 members.”
EXPAND ENERGY Corp: Bylaws amended and restated to update company name to Expand Energy Corporation and increase maximum board size (effective 2024-10-01).
“Effective upon the effectiveness of the Name Change Amendment, the Second Amended and Restated Bylaws of the Company were amended and restated (as so amended and restated, the “Bylaws”) to (i) update the Company’s name to “Expand Energy Corporation” and (ii) increase the maximum size of the Board.”
EXPAND ENERGY Corp: Company name changed to Expand Energy Corporation via amendment to Second Amended and Restated Certificate of Incorporation (effective 2024-10-01).
“On October 1, 2024, the Company filed an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Oklahoma in order to change its name to “Expand Energy Corporation” (the “Name Change Amendment”).”
GOLDMAN SACHS GROUP INC: Eliminated Certificate of Designations for 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K after redemption, and filed restated certificate of incorporation reflecting elimination of Series K and addition of Series X terms (effective 2024-05-17).
“On May 17, 2024, the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K (the “Series K Preferred Stock”).”
NPK International Inc.: Filed a Second Restated Certificate of Incorporation that restates and integrates prior amendments into a single document without substantive change (effective 2024-05-16).
“On May 16, 2024, the Company filed a Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.”
NPK International Inc.: Shareholders approved and Company filed a Certificate of Amendment to the Restated Certificate of Incorporation to limit the liability of officers as permitted by law (effective 2024-05-16).
“On May 16, 2024, at the annual meeting of shareholders (the “2024 Annual Meeting”) of Newpark Resources, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of officers as permitted by law.”
NPK International Inc.: Filed a Certificate of Elimination to remove authorized Series A, B, and C preferred stock from the Restated Certificate of Incorporation (effective 2024-05-16).
“On May 16, 2024, Newpark Resources, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to its Series A Cumulative Perpetual Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, of which no shares were outstanding.”
WASTE MANAGEMENT INC: Stockholders approved an amendment to the Third Restated Certificate of Incorporation to provide for officer exculpation and to simplify the director exculpation provision by referencing the Delaware General Corporation Law as amended from time to time (effective 2024-05-14).
“At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).”
ARTIVION, INC.: Amended and restated bylaws, updating advance notice provisions and making other changes in line with DGCL (effective 2024-05-15).
“On May 15, 2024, the Board of Directors (the “Board”) of Artivion, Inc. (the “Company”) approved amending and restating the Company’s amended and restated bylaws (the “Amended & Restated Bylaws”), effective immediately upon approval by the Board.”
LCI INDUSTRIES: Stockholders approved and the company filed a Certificate of Amendment to the Restated Certificate of Incorporation to allow for exculpation of certain officers as permitted by Delaware law (effective 2024-05-16).
“stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law”
AMERICAN INTERNATIONAL GROUP, INC.: Eliminated Participating Preferred Stock and Series A Preferred Stock and filed Restated Certificate of Incorporation (effective 2024-05-15).
“On May 15, 2024, American International Group, Inc. (“AIG”) filed with the Secretary of State of the State of Delaware (i) a Certificate of Elimination to its Amended and Restated Certificate of Incorporation eliminating from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of Participating Preferred Stock, par value $5.00 per share (“Participating Preferred Stock”), with respect to the Participating Preferred Stock (the “Certificate of Elimination of the Participating Preferred Stock”); (ii) a Certificate of Elimination to its Amended and Restated Certificate of Incorporation eliminating from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of Series A 5.85% Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (“Series A Preferred Stock”), with respect to the Series A Preferred Stock (the “Certificate of Elimination of the Series A Preferred Stock””
SUNation Energy, Inc.: Filed a Certificate of Designation designating rights, preferences, privileges, and restrictions of a new series of Preferred Stock (effective 2024-05-13).
“On May 13, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Minnesota, effective as of May 13, 2024, designating the rights, preferences, privileges and restrictions of the share of the Preferred Stock.”
Sitio Royalties Corp.: Amendment to Restated Certificate of Incorporation to eliminate supermajority voting provision (effective 2024-05-17).
“the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provision (the “Charter Amendment”). The Charter Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 17, 2024.”
Dakota Gold Corp.: Adopted new Delaware bylaws in connection with reincorporation (effective 2024-05-14).
“In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").”
Dakota Gold Corp.: Amended and restated certificate of incorporation upon reincorporation from Nevada to Delaware (effective 2024-05-14).
“On May 14, 2024, following the receipt of approval by its shareholders, Dakota Gold Corp. (the "Company") changed its state of incorporation from the State of Nevada to the State of Delaware (the "Reincorporation") pursuant to a plan of conversion dated February 13, 2024 (the "Plan of Conversion").”
Cyber App Solutions Corp.: Amendment to Bylaws to allow Board to set annual meeting date (effective 2024-05-14).
“On May 14, 2024, the Board of Directors (the "Board") of Cyber App Solutions Corp. (the “Company”) approved an amendment to Article II of the Company's Bylaws (the “Bylaws”) to provide that the Company may hold an annual meeting of shareholders on a date and time determined by the Board.”
Quantum-Si Inc: Amended certificate of incorporation to remove director cap and add automatic conversion of Class B common stock on June 10, 2028 (effective 2024-05-16).
“On May 16, 2024, Quantum-Si Incorporated (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to (i) remove the cap on the number of directors to serve on the Company’s board of directors (the “Board”) and make related changes to the process for filling newly created directorships or board vacancies (the “Director Cap Amendments”), and (ii) add a provision with respect to the automatic conversion of the Company’s Class B common stock effective June 10, 2028, which is seven years from the date of the closing of the business combination by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), Tenet Merger Sub, Inc., and Q‐Si Operations Inc. (formerly Quantum-Si Incorporated) (the “Sunset Amendment” and together with the Director Cap Amendments, the “Charter Amendment”).”
AMERICAN REBEL HOLDINGS INC: Designation of Series D Convertible Preferred Stock (effective 2024-05-10).
“On May 10, 2024, the Registrant’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series D Designation”).”
Snap Inc: Amendment to Amended and Restated Certificate of Incorporation effectuating updates agreed in connection with the Amended Stipulation of Settlement (effective 2024-05-16).
“On May 16, 2024 our board of directors approved, and holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to adopt and approve, an amendment (the “ Amendment ”) to our Amended and Restated Certificate of Incorporation (the “ Charter ”), effective May 16, 2024.”
SILVERTON ENERGY, INC.: Company ceased being a shell company; OTC Markets removed shell company status (effective 2024-04-10).
“As a result of the Shell Company Opinion Letter, on April 10, 2024 and continuing to the date of this Form 8K filing by the Company, the OTC Markets Pink Market has removed the “shell company” status from the Company’s SLTN Pink Sheet Stock listing. As a result, the Company is no longer a shell company.”
CytomX Therapeutics, Inc.: Increased authorized shares of common stock from 150,000,000 to 300,000,000 shares (effective 2024-05-17).
“On May 17, 2024, CytomX Therapeutics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting an amendment to increase the authorized number of shares of the Company’s common stock from 150,000,000 to 300,000,000 shares (the “Charter Amendment”).”
Texas Roadhouse, Inc.: Shareholders approved an amendment to the Bylaws to reduce the ownership percentage required to call a special meeting from 50% to 25% (effective 2024-05-16).
“the Company’s shareholders approved an amendment to the Company’s Bylaws to reduce the ownership percentage required for shareholders to request a special meeting of shareholders from 50% to 25%”
Texas Roadhouse, Inc.: Shareholders approved amendments to the Certificate of Incorporation to provide for officer exculpation and remove references to Class B shares (effective 2024-05-16).
“the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) provide for the exculpation of certain of the Company’s officers from liability in specific circumstances as permitted by Delaware law and (ii) remove any and all references to shares of $0.001 par value Class B Common Stock”
COMPASS MINERALS INTERNATIONAL INC: Amended and restated bylaws to comply with Rule 14a-19, update disclosure requirements, and adjust universal proxy rules (effective 2024-05-16).
“On May 16, 2024, Compass Minerals International, Inc. (the “Company”) upon the recommendation of its Nominating and Corporate Governance Committee, approved amended and restated bylaws of the Company (the “Bylaws”, and such amendment, the “Bylaw Amendment”).”
Applied Digital Corp.: Certificate of Amendment to Series E Preferred Stock Certificate of Designations: dividend rate set at 9.0%, Holder Redemption Notice effective last day of month after receipt, death redemption allowed in cash or common stock, 19.99% cap on common shares issuable for redemption, and 60-day notice pr (effective 2024-05-16).
“On May 16, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Designation of Rights, Privileges, Preferences, and Restrictions (the “Certificate of Designations”) of Series E Preferred Stock with the Secretary of State of the State of Nevada, which provides that (i) dividends on the shares of Series E Preferred Stock (the “Shares”) shall accrue at an annual rate of 9.0% of the Stated Value of the Shares, (ii) a Holder Redemption Notice (as defined in the Certificate of Designations) shall be effective as of the last day of the month after a Holder Redemption Notice is duly received by the Company, or its designated agent, (iii) the Company’s redemption of the Shares upon the death of a beneficial holder of the Shares shall be made in either cash or with fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in the sole and absolute discretion of the board of directors of”
ORASURE TECHNOLOGIES INC: Amendment to Certificate of Incorporation to limit officer liability, as permitted by recent Delaware law amendments (effective 2024-05-16).
“As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. On May 16, 2024, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing.”
MASTERMIND, INC.: Amended and restated bylaws; board deems changes not material.
“On May __, 2024, the board of directors of the registrant Mastermind, Inc. amended and restated its bylaws. The Board does not believe that the amendments therein constitute material changes to the unamended bylaws.”
CHOICE HOTELS INTERNATIONAL INC /DE: Amendment and restatement of bylaws updating universal proxy rules, conforming to Delaware law, committee procedures, stock certificate signing, and administrative changes (effective 2024-05-16).
“On May 15, 2024, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of noon on May 16, 2024.”
CHOICE HOTELS INTERNATIONAL INC /DE: Amendment to Restated Certificate of Incorporation to permit exculpation of officers (effective 2024-05-16).
“On May 16, 2024, Choice Hotels International, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders voted, among other things, to approve an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in certain circumstances, as permitted by Delaware law”
HANOVER INSURANCE GROUP, INC.: Board approved additional bylaw amendments to remove references to classified board structure and update director removal process, effective immediately (effective 2024-05-15).
“Following the Annual Meeting, on May 15, 2024, the Board approved additional amendments to the By-laws (collectively, the "Additional Amendments") to address the shareholder-approved elimination of the classified board structure, as follows: • Section 3.2 was revised to remove references to a classified board structure and indicate that the Board will be fully declassified beginning at the annual meeting of shareholders in 2027; and • Section 5.1 was amended to update the director removal process, for removal with or without cause, once the Board is fully declassified in 2027, pursuant to Delaware law.”
HANOVER INSURANCE GROUP, INC.: Shareholders approved an amendment to the bylaws to modernize director nomination process and modify advance notice provisions, effective immediately upon approval (effective 2024-05-14).
“At the Annual Meeting, the Company's shareholders also approved an amendment to the Company's Amended and Restated By-laws (as so amended, the "By-laws") to modernize the director nomination process and make certain changes to the advance notice provisions for director nominations, which amendment became effective immediately upon shareholder approval.”
HANOVER INSURANCE GROUP, INC.: Shareholders approved amendments to the Certificate of Incorporation to declassify the board, allow officer exculpation under DGCL Section 102(b)(7), and restate the charter for clarity and modernization (effective 2024-05-15).
“On May 15, 2024, the Company filed with the Secretary of State of the State of Delaware the amended and restated Certificate of Incorporation (the "Amended and Restated Charter"), which reflects the Charter Amendments.”
Chubb Ltd: Approved an amendment to Article 6 of the Articles of Association to introduce a capital band authorizing the Board to increase or decrease share capital by up to 20% for a 1-year period, and a share capital reduction via cancellation of shares (effective 2024-05-22).
“At the annual general meeting, the Company’s shareholders also approved (i) a share capital reduction via cancellation of shares, as further described in the Proxy Statement under the heading “Agenda Item 9: Cancellation of Repurchased Shares,” incorporated herein by reference; and (ii) an amendment to Article 6 of the Articles of Association to authorize the Company’s Board of Directors to introduce a capital band, which authorizes the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025, and in connection therewith, limit or withdraw the shareholders’ pre-emptive rights in specified and limited circumstances, all as further described in the Proxy Statement under the heading “Agenda Item 10: Approval of a Capital Band for Authorized Share Capital Increases and Reductions,” which is incorporated herein by reference.”
HARTFORD INSURANCE GROUP, INC.: Amended the Restated Certificate of Incorporation to limit the liability of certain officers, as permitted by Delaware law (effective 2024-05-16).
“As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2024 annual meeting of the shareholders of The Hartford Financial Service Group, Inc. (the “Company”), the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to limit the liability of certain officers of the Company, as permitted by recent amendments to the Delaware General Corporation law (the “Charter Amendment”).”
CARROLS RESTAURANT GROUP, INC.: At the Effective Time, the Amended and Restated Certificate of Incorporation was amended and restated in its entirety pursuant to the Merger Agreement.
“Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.”
AMPHENOL CORP /DE/: Amended Article SEVENTH of the Restated Certificate of Incorporation to eliminate officer liability for monetary damages for breach of fiduciary duty, consistent with new Delaware law provisions regarding officer exculpation (effective 2024-05-16).
“On May 16, 2024, the stockholders of Amphenol Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to amend Article SEVENTH thereof to eliminate the liability of officers for monetary damages to the Company or its stockholders for any breach of fiduciary duty, except as otherwise provided by the Delaware General Corporation Law (the “Charter Amendment”).”
ARTIVION, INC.: Amended and restated certificate of incorporation to allow for officer exculpation under Delaware law (effective 2024-05-15).
“the Company’s stockholders approved the amendment and restatement of Artivion’s Certificate of Incorporation, as amended, to allow for officer exculpation as provided for under Delaware law (the “Amended and Restated Certificate of Incorporation”). The Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware with an effective date of May 15, 2024.”
COMMUNITY FINANCIAL SYSTEM, INC.: Amended and restated bylaws to reflect name change, update shareholder nomination procedures per universal proxy rules, modify shareholder list availability, and add emergency bylaw provision (effective 2024-05-15).
“the Board of Directors of the Company (the “Board”) amended and restated the Company’s Amended and Restated Bylaws, effective as of the filing of the Amended and Restated Certificate of Incorporation, to reflect the Name Change and make certain other updates.”
COMMUNITY FINANCIAL SYSTEM, INC.: Changed corporate name from Community Bank System, Inc. to Community Financial System, Inc. via Amended and Restated Certificate of Incorporation (effective 2024-05-15).
“On May 15, 2024, Community Bank System, Inc. (the “Company”) changed its corporate name to Community Financial System, Inc., pursuant to an Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 15, 2024 (the “Name Change”).”
ADVENT TECHNOLOGIES HOLDINGS, INC.: Filed Certificate of Amendment to effect a 1-for-30 reverse stock split of common stock (effective 2024-05-13).
“On May 13, 2024, Advent Technologies Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).”
Bluejay Diagnostics, Inc.: Increased authorized common shares from 7,500,000 to 50,000,000 via amendment to certificate of incorporation (effective 2024-05-14).
“On May 14, 2024, Bluejay Diagnostics, Inc. (the “Company”) filed an amendment to its amended and restated certificate of incorporation, which amendment increased the number of authorized shares of the Company’s common stock from 7,500,000 to 50,000,000.”
MainStreet Bancshares, Inc.: Increased authorized shares of common stock from 10,000,000 to 15,000,000.
“the proposal to amend the Company's Restated Articles of Incorporation to increase the number of shares of authorized common stock from 10,000,000 to 15,000,000 shares was approved.”
DBV Technologies S.A.: Amended Article 3 of the bylaws to change the registered office address (effective 2024-05-16).
“Article 3 of the bylaws has been amended to change the location of the registered office of the Company to 107, avenue de la République, 92320 Châtillon, France.”
GridAI Technologies Corp.: Company changed its corporate name from First Wave BioPharma, Inc. to Entero Therapeutics, Inc. via amendment to Amended and Restated Certificate of Incorporation (effective 2024-05-17).
“On May 15, 2024, First Wave BioPharma, Inc. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its corporate name from "First Wave BioPharma, Inc." to "Entero Therapeutics, Inc." (the "Name Change Amendment"). Pursuant ot the Name Change Amendment, this name change is effective as of May 17, 2024.”
Avinger Inc: Filed Certificate of Designation for Series H Convertible Preferred Stock, designating 15,000 shares with rights and preferences (effective 2024-05-16).
“On May 16, 2024, pursuant to the Purchase Agreement, the Company filed the Certificate of Designation, designating 15,000 shares of Series H Preferred Stock.”
iWallet Corp: Increased authorized capital stock from 75,000,000 to 170,000,000 shares (effective 2024-05-15).
“On May 15, 2024, iWallet Corporation (the “Company”) filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation, increasing the Company’s authorized capital stock from 75,000,000 shares to 170,000,000 shares, divided into (i) 150,000,000 shares of $0.001 par value per share common stock; and (ii) 20,000,000 shares of $0.001 par value per share preferred stock, with the rights, designations and privileges of the preferred stock to be set by the Board of Directors.”
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.