Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Hartford Creative Group, Inc.: Company changed its corporate name from 'Hartford Great Health Corp.' to 'Hartford Creative Group, Inc.' (effective 2024-05-11).
“On May 11, 2024, Hartford Creative Group, Inc. (the “ Company ”) filed an amendment to its Articles of Incorporation (the “ Amendment ”) with the Secretary of State of Nevada to change the Company’s corporate name from “Hartford Great Health Corp.” to “Hartford Creative Group, Inc.” and became effective upon filing.”
Federal Home Loan Bank of San Francisco: Added Article III, Section 8 regarding removal of directors (effective 2024-05-13).
“The Amended and Restated Bylaws reflect an amendment to add an Article III. Section 8 regarding removal of directors.”
PROVIDENT FINANCIAL SERVICES INC: Amended and restated bylaws to provide for board composition and director succession arrangements in connection with merger.
“In connection with the Transaction and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of Provident were amended and restated to provide for certain arrangements related to the Board and the board of directors of Provident Bank (such amendment, the “Bylaw Amendment,” and Provident’s bylaws, as amended and restated in accordance with the Bylaw Amendment, the “Amended and Restated Bylaws”).”
NORTHROP GRUMMAN CORP /DE/: Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of certain fiduciary duties, to the extent permitted by Delaware law.
“The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.”
SPS COMMERCE INC: Stockholders approved an amendment to the Ninth Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware Law (effective 2024-05-16).
“on May 16, 2024, the stockholders of the Company approved an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to allow for exculpation of officers, as permitted by Delaware Law (the "Amendment")”
AKAMAI TECHNOLOGIES INC: Stockholders approved an Amended and Restated Certificate of Incorporation to limit liability of certain officers and make clarifying changes (effective 2024-05-16).
“The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on May 16, 2024.”
SEELOS THERAPEUTICS, INC.: Filed Certificate of Change to effect a 1-for-8 reverse stock split and decrease authorized shares from 400,000,000 to 50,000,000 (effective 2024-05-16).
“On May 15, 2024, Seelos Therapeutics, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) decrease the number of total authorized shares of Common Stock from 400,000,000 shares to 50,000,000 shares.”
SCHOLASTIC CORP: Amended Article III, Section 6 of the By-laws to conform director removal provisions with Delaware law, requiring a majority vote of all shares voting together as a single class to remove a director for cause (effective 2024-05-15).
“On May 15, 2024, the Board of Directors of Scholastic Corporation (the "Company") approved the amendment of Article III, Section 6 of the By-laws of the Company (the "By-law Amendment").”
NATIONAL BANKSHARES INC: Increased the number of directors from 12 to 13 (effective 2024-05-14).
“On May 14, 2024, the Company’s Board of Directors adopted amendments to Article II, Section 2.2 of the Company’s Bylaws, effective immediately, to (i) increase the number of directors of the Company from 12 to 13.”
Proficient Auto Logistics, Inc: Code of Business Conduct adopted (effective 2024-05-13).
“In connection with the consummation of the IPO, the Board adopted a Code of Business Conduct, effective as of May 13, 2024.”
Proficient Auto Logistics, Inc: Amended and Restated Bylaws became effective (effective 2024-05-13).
“On May 13, 2024, the Company's Amended and Restated Bylaws (the "A&R Bylaws") became effective.”
Proficient Auto Logistics, Inc: Third Amended and Restated Certificate of Incorporation filed (effective 2024-05-10).
“On May 10, 2024, the Company filed a Third Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation") with Secretary of State of the State of Delaware.”
Evergreen Corp: Amended articles of association to extend business combination period up to nine additional months to February 11, 2025 (effective 2024-05-09).
“Subsequent to the approval by the shareholders of EVGR of the Amendment to EVGR’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”), on May 9, 2024, EVGR filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. Pursuant to the Charter Amendment, EVGR has the right to extend the period which it has to complete a business combination by up to nine (9) times for an additional one (1) month each time from May 11, 2024 to February 11, 2025”
Blockchain Coinvestors Acquisition Corp. I: Extended the date by which the company must consummate a business combination from May 15, 2024 to November 15, 2024 via a third amendment to the memorandum and articles of association (effective 2024-05-10).
“to extend the date by which BCSA must consummate a business combination from May 15, 2024 to November 15, 2024, or such earlier date as may be determined by BCSA’s board of directors in its sole discretion”
New Providence Acquisition Corp. II: Amended certificate of incorporation to extend business combination deadline from May 9, 2024 to up to November 9, 2024 (effective 2024-05-09).
“On May 9, 2024, New Providence Acquisition Corp. II (the “ Company ”) filed a third amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “ Extension Amendment ”), following stockholder approval of the Extension Amendment at the Meeting (as defined below). The Extension Amendment extends the date by which the Company must consummate a business combination from May 9, 2024, on a monthly basis, up to six (6) times, until November 9, 2024”
Monogram Technologies Inc.: Company changed its corporate name from Monogram Orthopaedics Inc. to Monogram Technologies Inc. via a short-form merger under Section 253 of the DGCL, which also resulted in an amendment to the certificate of incorporation (effective 2024-05-15).
“Effective May 15, 2024, Monogram Orthopaedics Inc., a Delaware corporation (the “ Company ”) will change its corporate name from Monogram Orthopaedics Inc., to Monogram Technologies Inc. (the “ Name Change ”).”
Spyre Therapeutics, Inc.: Certificate of Amendment filed to extend exculpation provisions to certain officers (effective 2024-05-14).
“On May 14, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the exculpation provisions contained therein to certain officers.”
HeartSciences Inc.: Certificate of Amendment to Amended and Restated Certificate of Formation to effect a 1-for-100 reverse stock split of Common Stock and Warrants (effective 2024-05-06).
“the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation (the “Certificate of Amendment”) with the Secretary of State of Texas to, among other things, effect on the corporate level a one-for-one hundred reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.001 par value per share (the “Common Stock”), and also to effect a one-for-one hundred Reverse Stock Split of the Company’s warrants (the “Warrants”).”
Clearwater Paper Corp: Adopted amended and restated bylaws with conforming changes, including director removal with or without cause (effective 2024-05-09).
“On February 27, 2024, the Board approved conforming amendments to the Amended and Restated Bylaws of the Company (the “Restated Bylaws”), contingent upon stockholder approval of the Restated Certificate. The Restated Bylaws became effective upon the approval of the Restated Certificate by the Company’s stockholders at the Annual Meeting.”
Clearwater Paper Corp: Amended Restated Certificate of Incorporation to declassify the Board over three years, effective May 10, 2024 (effective 2024-05-10).
“On May 9, 2024, at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated Certificate. The Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 10, 2024.”
Celanese Corp: Amendment to Article IX of the Second Amended and Restated Certificate of Incorporation to add officer exculpation and indemnification provisions under Delaware law (effective 2024-05-15).
“On May 13, 2024, Celanese Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) virtually at www.virtualshareholdermeeting.com/CE2024 and the Company’s shareholders approved an amendment to Article IX of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to add language exculpating certain officers of the Company from certain liabilities and extending to our officers a right to mandatory indemnification.”
CAPRICOR THERAPEUTICS, INC.: Increased authorized common stock from 50,000,000 to 100,000,000 shares (effective 2024-05-15).
“the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000. On May 15, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect the Amendment, effective as of May 15, 2024.”
CHARLES & COLVARD LTD: Amendment to Articles of Incorporation to effect a 1-for-10 reverse stock split (effective 2024-05-17).
“On May 14, 2024, the Company filed the Articles of Amendment to the Articles of Incorporation (the “Amendment”) with the North Carolina Secretary of State, with an effective time of 12:01 a.m., Eastern Time on May 17, 2024 (the “Effective Date”).”
SPX Technologies, Inc.: Amended and restated bylaws to conform to charter amendments and correct internal section references (effective 2024-05-14).
“Following the effectiveness of the Charter Amendments, on May 14, 2024, the Company’s Board of Directors approved an amendment and restatement of the Company’s amended and restated by-laws, which effected amendments to provisions of the by-laws otherwise inconsistent with the provisions of the Charter Amendments to conform to the provisions of the Charter Amendments and corrections to internal section references.”
SPX Technologies, Inc.: Amended certificate of incorporation to provide for annual election of directors, exculpation of officers, Delaware forum selection provision, and federal forum selection provision for Securities Act claims (effective 2024-05-14).
“On May 14, 2024, following the adjournment of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of SPX Technologies, Inc. (the “Company”) at which the Company’s stockholders approved the amendments to the Company’s Amended and Restated Certificate of Incorporation as specified in Item 5.07 of this report (collectively, the “Charter Amendments”), the Company filed with the Delaware Secretary of State a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Charter Amendments. Upon such filing, the Charter Amendments became effective.”
KELLY SERVICES INC: Amended and restated Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation (effective 2024-05-14).
“the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect updated Delaware law provisions permitting officer exculpation. The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on May 14, 2024”
Lionsgate Studios Corp.: LG Studios ceased to be a shell company upon consummation of the business combination (effective 2024-05-13).
“On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.”
Lionsgate Studios Corp.: New SEAC changed its fiscal year end from December 31 to March 31.
“In connection with the Closing of the Business Combination, New SEAC changed its fiscal year end from December 31 to March 31, the fiscal year end of StudioCo prior to the Business Combination.”
Dermata Therapeutics, Inc.: Effected a one-for-fifteen reverse stock split by filing a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2024-05-16).
“On May 14, 2024, Dermata Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which will effect, at 12:01 a.m. Eastern Time, on May 16, 2024, a one-for-fifteen (1:15) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).”
OSR Holdings, Inc.: The Company amended its charter to extend the business combination deadline from May 14, 2024 to November 14, 2024 (effective 2024-05-14).
“On May 14, 2024, the Company held a special meeting of its stockholders (the “ Special Meeting ”). At the Special Meeting, the Company’s stockholders approved a proposal (the “ Extension Amendment Proposal ”) to amend to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) to allow the Company to extend the date by which the Company must consummate a business combination from May 14, 2024, to November 14, 2024. The Certificate of Amendment to the Charter (the “ Charter Amendment ”) was filed with the Delaware Secretary of State and has an effective date of May 14, 2024.”
Amesite Inc.: Amesite Inc. amended its bylaws on May 14, 2024 to change the quorum requirement for stockholder meetings to 33 1/3% of outstanding voting shares (effective 2024-05-14).
“On May 14, 2024, the board of directors of Amesite, Inc. (the "Company") adopted resolutions to amend the Company’s bylaws to provide that at each meeting of stockholders, except where otherwise provided by law, the presence in person, or by remote communication, if applicable, or represented by proxy of the holders of thirty-three and one-third percent of the outstanding shares of the Company’s voting stock shall constitute a quorum.”
Calamos Long/Short Equity & Dynamic Income Trust: Amendment to the Bylaws regarding forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Long/Short Equity & Dynamic Income Trust (the “Trust”) amended the Trust’s Fifth Amended and Restated Agreement and Declaration of Trust, dated January 12, 2021 (the “Declaration of Trust”), and the Trust’s By-Laws, as amended and restated through January 12, 2021 (the “Bylaws”). The aforementioned amendments (each, an “Amendment” and, together, the “Amendments”) relate to provisions governing the forum for adjudication of disputes.”
Calamos Long/Short Equity & Dynamic Income Trust: Amendment to the Declaration of Trust regarding forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Long/Short Equity & Dynamic Income Trust (the “Trust”) amended the Trust’s Fifth Amended and Restated Agreement and Declaration of Trust, dated January 12, 2021 (the “Declaration of Trust”), and the Trust’s By-Laws, as amended and restated through January 12, 2021 (the “Bylaws”). The aforementioned amendments (each, an “Amendment” and, together, the “Amendments”) relate to provisions governing the forum for adjudication of disputes.”
Checkpoint Therapeutics, Inc.: Increased authorized shares of common stock from 80,000,000 to 175,000,000, approved by stockholders on May 13, 2024 and filed with Delaware Secretary of State on same day (effective 2024-05-13).
“On May 13, 2024, the stockholders of the Company voted at the 2024 Annual Meeting to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 95,000,000 shares, bringing the total number of authorized shares of common stock to 175,000,000 shares”
Onterris, Inc.: Board approved conforming amendments to the Bylaws to remove supermajority voting requirements, contingent upon stockholder approval of charter amendments, effective upon filing of Certificate of Amendment on May 10, 2024 (effective 2024-05-10).
“the Board of Directors approved conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to remove the supermajority voting requirements contained int eh Bylaws, with such Bylaw amendments contingent upon stockholder approval and implementation of the corresponding amendments to the Certificate of Incorporation. Accordingly, these amendments to the Bylaws became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on May 10, 2024.”
Onterris, Inc.: Approved amendments to Certificate of Incorporation to remove supermajority voting requirements for adopting charter amendments, bylaw amendments, and director removals for cause, effective upon filing with Delaware Secretary of State on May 10, 2024 (effective 2024-05-10).
“stockholders of the Company approved amendments to Section 5.2 of Article V and Sections 10.1 and 10.2 of Article X of the Company’s amended and restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove the supermajority voting requirements contained in those sections which required the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for stockholders to (i) adopt, amend or repeal, or to adopt any provision of the Certificate of Incorporation; (ii) adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation (the “Bylaws”); and (iii) remove directors from office for cause. These amendments to the Certificate of Incorporation became effective upon the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delawa”
Calamos Dynamic Convertible & Income Fund: Amended the trust's By-Laws to update provisions governing the forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Dynamic Convertible and Income Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
Murphy USA Inc.: Amend bylaws to conform to charter amendment removing supermajority voting on bylaw amendments (effective 2024-05-10).
“the Company amended and restated its bylaws (as so amended, the “Amended and Restated Bylaws”). As described in the 2024 Proxy Statement, the bylaws were amended to conform to the as-amended Article 5 set forth in the Restated Certificate of Incorporation relating to future amendments to the bylaws”
Murphy USA Inc.: Limit personal liability of officers for monetary damages as permitted by Delaware law (effective 2024-05-10).
“limit the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care in limited circumstances as permitted by the Delaware General Corporation Law”
Murphy USA Inc.: Eliminate supermajority voting requirements from certificate of incorporation (effective 2024-05-10).
“eliminate supermajority voting requirements by (i) in Article 5, reducing the vote required for stockholders to adopt, amend or repeal our bylaws, from not less than 66 2/3% of the voting power of our common stock to a majority of the voting power of our common stock, (ii) in Article 9, reducing the vote required to repeal or amend any provision of our Certificate of Incorporation or to adopt, amend or repeal any provision which would have the effect of modifying or permitting the circumvention of any provision within the Certificate of Incorporation, from not less than 66 2/3% of the voting power of our common stock for the provisions set forth in any of Articles 4(b), 5, 6, 7 or 9 to not less than a majority of the voting power of our common stock for any provision within the Certificate of Incorporation, and (iii) adding Article 10 which relates to the approval of business combinations with interested stockholders, and changing the vote required for the approval of such business com”
T2 Biosystems, Inc.: Amended and restated the Series A and Series B Certificates of Designation to remove beneficial ownership limitations on conversion of preferred stock into common stock (effective 2024-05-09).
“On May 9, 2024, the Company amended and restated each of the Series A Certificate of Designation and the Series B Certificate of Designation, in each case to remove the beneficial ownership limitations regarding the ability to convert the Series A Preferred Stock and Series B Preferred Stock, respectively, into shares of Common Stock without regarding to the beneficial ownership of the shareholder following such conversion.”
Calamos Global Dynamic Income Fund: Amended Bylaws to revise provisions governing forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Global Dynamic Income Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
AtriCure, Inc.: Amendment to Second Amended and Restated Certificate of Incorporation to limit liability of certain officers (effective 2024-05-13).
“At the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon the filing of a certificate of amendment setting forth the same with the Secretary of State of the State of Delaware on May 13, 2024.”
CapForce Inc.: Removed the Ownership Limitation on conversion and voting of Series E Preferred Stock (effective 2024-05-09).
“The Amendment removes such Ownership Limitation so that the shares of Series E Preferred Stock may be converted and voted without regard to such Ownership Limitation.”
CALAMOS GLOBAL TOTAL RETURN FUND: Amended by-laws to revise provisions governing the forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Global Total Return Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
CALAMOS STRATEGIC TOTAL RETURN FUND: Amended by-laws to update provisions governing forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Strategic Total Return Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
CALAMOS CONVERTIBLE & HIGH INCOME FUND: Amended By-Laws to revise forum for adjudication of disputes provision (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Convertible and High Income Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
CALAMOS CONVERTIBLE OPPORTUNITIES & INCOME FUND: Amendment to By-Laws governing forum for adjudication of disputes (effective 2024-05-14).
“Effective May 14, 2024, the Board of Trustees of Calamos Convertible Opportunities and Income Fund (the "Trust") amended the Trust’s By-Laws, as amended and restated through August 23, 2021 (the “By-Laws”). The aforementioned amendment (the “Amendment”) relates to provisions governing the forum for adjudication of disputes.”
WESTERN DIGITAL CORP: WDC held a special meeting on May 10, 2024; stockholders and board approved amendments to the Company's Amended and Restated Certificate of Incorporation increasing authorized common shares from 450,000,000 to 750,000,000 and eliminating certain officers' personal liability for monetary damages for (effective 2024-05-13).
“Western Digital Corporation (the “Company” or “WDC”) held a special meeting of stockholders (the “Special Meeting”) on May 10, 2024. At the Special Meeting, as further described in Item 5.07 below, holders of the Company’s common stock (“Common Stockholders”) and holders of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 450,000,000 shares to 750,000,000 shares (the “Authorized Shares Amendment”), as further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024, and as previously approved by the Board of the Directors of the Company (the “Board”). The Stockholders and the Board also approved an amendme”
Prologis, Inc.: Amended and restated bylaws to reduce stockholder voting thresholds (effective 2024-05-09).
“The Tenth Amended and Restated Bylaws of the Company became effective automatically upon their approval by the Company’s stockholders at the 2024 Annual Meeting and are attached hereto as Exhibit 3.2 and incorporated herein by reference.”
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.