Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Prologis, Inc.: Amended charter to reduce stockholder voting thresholds (effective 2024-05-10).
“The Articles of Amendment were filed with the State of Maryland on May 10, 2024 and are attached hereto as Exhibit 3.1 and incorporated herein by reference.”
Golden Minerals Co: Increase in authorized common stock from 28,000,000 shares to 100,000,000 shares (effective 2024-05-13).
“the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”) on May 13, 2024”
M&T BANK CORP: Certificate of Amendment filed to establish rights, preferences, and limitations of new Series J Preferred Stock (effective 2024-05-09).
“On May 9, 2024, M&T filed with the New York State Department of State the Certificate of Amendment for the purpose of fixing the designations, preferences, limitations and relative rights of the Series J Preferred Stock.”
FORMATION MINERALS, INC.: Board adopted amended and restated bylaws effective prior to the effective time, updating provisions for special meetings, quorum, voting, board size, officer provisions, exclusive forum, and removal of indemnification.
“Also effective prior to the Effective Time, the Board adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”).”
FORMATION MINERALS, INC.: Amended and restated articles of incorporation to increase authorized capital stock to 2,000,000,000 shares, authorize blank check preferred stock, and restrict special meetings to board call, effective prior to merger effective time.
“Effective prior to the Effective Time, our articles of incorporation were amended and restated (the “Amended and Restated Articles of Incorporation”) to, among other among other modifications, (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Board, and (c) provide that special meetings of stockholders may be called only by the Board, as further described in the Joint Proxy Statement/Prospectus.”
Silvaco Group, Inc.: Amended and restated bylaws became effective in connection with IPO closing (effective 2024-05-13).
“its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock”
Silvaco Group, Inc.: Amended and restated certificate of incorporation filed in connection with IPO closing (effective 2024-05-13).
“On May 13, 2024, Silvaco Group, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware”
Oklo 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.”
Oklo Inc.: Board approved and adopted a new code of conduct applicable to all employees, officers and directors (effective 2024-05-10).
“on May 10, 2024, the Board approved and adopted a new code of conduct applicable to all employees, officers and directors of the Company (the “Code of Conduct”).”
Oklo Inc.: Board approved and adopted Amended and Restated Bylaws effective upon the Closing (effective 2024-05-09).
“On May 9, 2024, the Board approved and adopted the Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective upon the Closing.”
Oklo Inc.: Adopted amended and restated certificate of incorporation in connection with the business combination (effective 2024-05-09).
“The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on May 9, 2024, includes the amendments proposed by the Charter Proposal.”
ZeroFox Holdings, Inc.: Bylaws amended and restated.
“upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
ZeroFox Holdings, Inc.: Certificate of incorporation amended and restated.
“upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”
Hamilton Beach Brands Holding Co: Amendment to certificate of incorporation to expand exculpation provision for certain officers (effective 2024-05-09).
“On May 9, 2024, the Company amended its Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”).”
SiteOne Landscape Supply, Inc.: Amended and restated certificate of incorporation to limit liability of certain officers under Delaware law (effective 2024-05-08).
“The Fourth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 8, 2024 and became effective immediately upon filing.”
VERDE BIO HOLDINGS, INC.: Amended and restated bylaws to be consistent with Merger Sub's bylaws immediately prior to the merger, except for administrative changes.
“At the Effective Time, our articles of incorporation and bylaws were amended and restated to be consistent with the articles of incorporation and bylaws of Merger Sub immediately prior to the Merger, except for certain administrative changes.”
VERDE BIO HOLDINGS, INC.: Amended and restated articles of incorporation to be consistent with Merger Sub's articles immediately prior to the merger, except for administrative changes.
“At the Effective Time, our articles of incorporation and bylaws were amended and restated to be consistent with the articles of incorporation and bylaws of Merger Sub immediately prior to the Merger, except for certain administrative changes.”
HYSTER-YALE, INC.: Amendment to Second Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers from liability as permitted by Delaware law (effective 2024-05-08).
“On May 8, 2024, at the Company’s Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law.”
WW INTERNATIONAL, INC.: Amended bylaws to update and expand advance notice provisions for shareholder nominations and proposals, incorporate universal proxy rules, and delete obsolete provisions (effective 2024-05-13).
“Effective May 13, 2024, the Company also amended and restated its Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to update and expand certain procedural and informational requirements for shareholder nominations for election of directors or proposals of business at the Company’s shareholder meetings pursuant to the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities and Exchange Act of 1934, as amended.”
WW INTERNATIONAL, INC.: Amended articles to delete Section D of Article III (cancelling Series A Preferred Stock) and adopt majority voting standard in uncontested director elections (effective 2024-05-13).
“Effective May 13, 2024, WW International, Inc. (the “Company”) amended and restated its Amended and Restated Articles of Incorporation (as amended, the “Second Amended and Restated Articles of Incorporation”) to delete Section D of Article III thereof to reflect the cancellation of the Company’s previously outstanding Series A Preferred Stock and implement additional immaterial technical and conforming changes.”
TERADYNE, INC: Lowered voting requirement for shareholder approval of amendments to Articles of Organization and voluntary dissolution from super-majority to simple majority (effective 2024-05-09).
“At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Articles of Organization to lower the voting requirement for shareholder approval of an amendment of the Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple-majority.”
ALBEMARLE CORP: Increased authorized common shares from 150,000,000 to 275,000,000 (effective 2024-05-10).
“Albemarle Corporation (the “Company”) filed Articles of Amendment with the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) to amend the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to increase the number of authorized shares of common stock, $0.01 par value per share, from 150,000,000 to 275,000,000 (the “Charter Amendment”).”
POPULAR, INC.: Amended and restated by-laws to authorize a separate CEO role and make technical changes (effective 2024-05-09).
“On May 9, 2024, the Board of Directors (the “Board”) of the Corporation approved and adopted the Corporation’s amended and restated by-laws (the “Restated By-laws”), which became effective immediately. The Restated By-laws include amendments to provide that the Board may appoint a Chief Executive Officer, whose office may be separate and distinct from the office of the President, and who shall have and may exercise such powers and duties as pertain to such office, or as from time to time may be conferred upon, or assigned to, such person by the Board.”
GAP INC: Amended Restated Certificate of Incorporation to update exculpation provision to cover officers (effective 2024-05-08).
“the Company's stockholders approved an amendment (the "Officer Exculpation Amendment") to the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers. The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 8, 2024.”
Cyngn Inc.: Amended bylaws to reduce quorum requirement from a majority to one-third of voting power for stockholder meetings (effective 2024-05-07).
“On May 7, 2024, Cyngn Inc. (the “Company”) amended its Amended and Restated Bylaws (the “Amended Bylaws”), for the purpose of reducing the quorum required to hold meetings of the stockholders of the Company (the “Quorum Requirement”).”
Avantor, Inc.: Amended certificate of incorporation to provide for officer exculpation as permitted by Delaware law and make other non-substantive changes (effective 2024-05-09).
“the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Amended and Restated Certificate of Incorporation became effective on May 9, 2024.”
Alzamend Neuro, Inc.: Company filed Certificate of Designation for Series A Preferred Stock (effective 2024-05-09).
“On May 9, 2024, the Company filed the Certificate designating 3,000 shares of Series A Preferred Stock, with the Secretary of State of the State of Delaware.”
STARTENGINE CROWDFUNDING, INC.: Adopted amended bylaws to enhance corporate governance and compliance (effective 2024-05-06).
“On May 6, 2024, the Company’s Bylaws for the purpose of enhancing the company’s corporate governance and compliance with federal and state laws became effective.”
STARTENGINE CROWDFUNDING, INC.: Increased authorized shares from 75,000,000 to 1,500,000,000 and effected a 20-for-1 stock split (effective 2024-05-06).
“On May 6, 2024, StartEngine Crowdfunding, Inc. (“StartEngine”) filed with the Secretary of State of Delaware an amendment to its Certificate of Incorporation to increase the number of shares of Common Stock, part value $0.00001 per share, that StartEngine is authorized to issue from 75,000,000 to 1,500,000,000 and to provide that as of May 6, 2024, each share of Common Stock outstanding shall be automatically, and with no further action by the holder of such share, split into twenty shares of Common Stock.”
NMI Holdings, Inc.: Board approved amended and restated Bylaws with technical, administrative, modernizing, and clarifying changes (effective 2024-05-09).
“the Board of Directors (the “Board”) of the Company approved and adopted amended and restated Bylaws (the “Amended and Restated Bylaws”), effective the same day”
NMI Holdings, Inc.: Stockholders approved amendment and restatement of certificate of incorporation to provide exculpation for certain officers as permitted by Delaware law (effective 2024-05-09).
“the stockholders of NMI Holdings, Inc. (the “Company”) approved the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law”
Ocugen, Inc.: Creation of Series C Preferred Stock with voting rights linked to Common Stock and redemption provisions (effective 2024-05-20).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series C Preferred Stock The board of directors (the “ Board ”) of Ocugen, Inc. (the “ Company ”) declared a dividend of one one-thousandth (1/1,000th) of a share of Series C Preferred Stock, par value $0.01 per share (“ Series C Preferred Stock ”), for each outstanding share of the Company’s common stock, par value $0.01 per share (“ Common Stock ”) to stockholders of record at 5:00 p.m. Eastern Time on May 20, 2024 (the “ Record Date ”).”
ENVESTNET, INC.: Amendment to Fifth Amended and Restated Certificate of Incorporation to allow for exculpation of certain officers as permitted by recent amendments to Delaware law (effective 2024-05-09).
“At the 2024 Annual Shareholders Meeting of Envestnet, Inc. (the “Company”) held on May 8, 2024 (the “Annual Meeting”), the Company’s shareholders approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to allow for exculpation of certain officers as permitted pursuant to recent amendments to Delaware law.”
TTM TECHNOLOGIES INC: Stockholders approved amendments to the bylaws addressing Special Board Resolution changes, advance notice for director nominations, majority approval standard for uncontested elections, stockholder removal of directors with or without cause, and elimination of the 80% supermajority vote requirement (effective 2024-05-08).
“As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the stockholders of the Company also approved amendments to the Company’s bylaws (the “Bylaw Amendments”) to (a) make changes arising from the Special Board Resolution adopted by the Board in February 2023; (b) provide (i) modifications to the advance notice requirements applicable to director nominations submitted by stockholders, (ii) a majority approval standard for uncontested elections of directors, (iii) that stockholders may remove directors with or without cause, and (iv) miscellaneous clarifications and changes, and (c) eliminate the requirement that certain amendments to the Company’s bylaws be approved by at least 80% of the shares entitled to vote.”
TTM TECHNOLOGIES INC: Stockholders approved amendments to the certificate of incorporation to permit officer exculpation, allow stockholder removal of directors with or without cause, and eliminate the 80% supermajority vote requirement for certain amendments (effective 2024-05-08).
“At the Company’s 2024 Annual Meeting of Stockholders held on May 8, 2024 (the “Annual Meeting”), the stockholders of the Company approved proposed amendments (the “Charter Amendments”) to the Company’s certificate of incorporation (i) to permit the exculpation of officers, as is consistent with the Delaware General Corporation Law (the “DGCL”), (ii) to provide that stockholders may remove any or all directors, with or without cause, as permitted by the DGCL, and (iii) to eliminate the requirement that certain amendments thereto be approved by at least 80% of the outstanding shares of all capital stock.”
LKQ CORP: Approved amendment to restated certificate of incorporation to provide for officer exculpation under DGCL Section 102(b)(7) (effective 2024-05-09).
“The Board previously had approved the Amendment. On May 9, 2024, the Company filed a related Certificate of Amendment”
LEXICON PHARMACEUTICALS, INC.: Amended and restated certificate of incorporation to increase authorized common stock from 300,000,000 to 450,000,000 shares (effective 2024-05-10).
“On May 10, 2024, we filed a Sixth Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which became effective on the filing date. The Sixth Amended and Restated Certificate of Incorporation increases the number of shares of our authorized Common Stock from 300,000,000 to 450,000,000.”
GILEAD SCIENCES, INC.: Adopted amendments to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the DGCL (effective 2024-05-08).
“the Board of Directors (the “Board”) of Gilead Sciences, Inc. (the “Company”) adopted amendments to the Company’s Restated Certificate of Incorporation (the “Amendment”) to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). On May 8, 2024 , the Company’s stockholders approved the Amendment at the Company’s 2024 annual meeting of stockholders”
ILLINOIS TOOL WORKS INC: The Board amended and restated the company's By-Laws to update procedures and information requirements for director nominations and business proposals submitted by stockholders, addressing the universal proxy card rules adopted by the SEC and reserving the white proxy card for the Board's exclusive (effective 2024-05-03).
“At its May 3, 2024 meeting, the Company’s Board of Directors (the “Board”) approved the amendment and restatement of the Company’s By-Laws to, among other things, update the procedures and information requirements for director nominations and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) to address the universal proxy card rules adopted by the Securities and Exchange Commission and reserve the white proxy card for the Board’s exclusive use.”
Apollo Asset Backed Credit Co LLC: Amended and Restated Limited Liability Company Agreement, updating the terms and conditions for conduct of business and shareholder rights (effective 2024-05-03).
“On May 3, 2024, the Company executed its Amended and Restated Limited Liability Company Agreement (the "A&R LLCA"), which amended and restated the Company's Limited Liability Company Agreement, dated as of September 22, 2023.”
Global Blockchain Acquisition Corp.: Stockholders approved an amendment to the company’s amended and restated certificate of incorporation to extend the deadline for the company to consummate a business combination from May 12, 2024, monthly for up to six additional months at the company’s election and upon monthly contribution of $25, (effective 2024-03-07).
“Proposal 3: A proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “charter”, to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from May 12, 2024, monthly for up to six additional months at the election of the Company and only upon the monthly contribution of the lesser of (A) $25,000 or (B) $0.05 per outstanding public share, ultimately until as late as November 12, 2024.”
AvePoint, Inc.: Adoption of the Third Amended and Restated Certificate of Incorporation to add new Delaware law provisions regarding exculpation of officers (effective 2024-05-07).
“The Third Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), which became effective upon filling with the Secretary of State of the State of Delaware on May 7, 2024, includes the amendment proposed in the Charter Proposal.”
Powerfleet, Inc.: Changed fiscal year end from December 31 to March 31 effective immediately (effective 2024-05-08).
“On May 8, 2024, the Board of Directors of Powerfleet, Inc. (the “Company”) approved a change in the Company’s fiscal year end from December 31 to March 31, effective immediately.”
Ecovyst Inc.: Amendment to declassify the Board of Directors over a two-year period, starting with 2025 director elections, and permit removal of directors with or without cause beginning in 2027 (effective 2024-05-08).
“On May 8, 2024, the stockholders of Ecovyst Inc. (the “Company”) approved an amendment (the “Charter Amendment”) to the Company’s Second Restated Certificate of Incorporation, as amended and corrected (the “Charter”) to phase-out the Company’s classified Board of Directors (the “Board”) over a two-year period starting with the election of directors in 2025 and to permit stockholders to remove directors with or without cause beginning in 2027 when the Board is declassified.”
Moderna, Inc.: Amended by-laws to include safeguards and requirements for calling special meetings, contingent on stockholder approval of the special meeting amendment (effective 2024-05-08).
“the Board previously approved a corresponding amendment to the Company’s Second Amended and Restated By-laws (the “By-laws”), subject to stockholder approval of the Special Meeting Amendment, to include safeguards and requirements for calling special meetings”
Moderna, Inc.: Amended certificate of incorporation to provide for exculpation of executive officers as permitted under Delaware law (effective 2024-05-08).
“(ii) a Certificate of Amendment to the Charter to provide for the exculpation of the Company’s executive officers, as permitted under Delaware law”
Moderna, Inc.: Amended certificate of incorporation to provide shareholders holding at least 20% of outstanding shares the right to call a special meeting (effective 2024-05-08).
“the Company’s stockholders approved (i) a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to provide shareholders holding no less than 20% of the Company’s outstanding shares the right to call a special meeting of stockholders”
ORMAT TECHNOLOGIES, INC.: Amendment to certificate of incorporation to limit liability of certain officers.
“The Company’s stockholders approved the Proposed Amendment at the Annual Meeting, which became effective upon the filing of the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.”
FIRST SOLAR, INC.: Amended and restated bylaws to permit stockholders owning 25% or more of outstanding common stock and complying with other requirements to call special meetings of stockholders (effective 2024-05-08).
“the stockholders of the Company approved the amendment and restatement of the Company’s amended and restated bylaws (as amended and restated, the “A&R Bylaws”) to enable stockholders who own 25% or more of the Company’s outstanding common stock and who comply with the other applicable requirements as set forth in the A&R Bylaws, including a one-year holding period, to call a special meeting of stockholders. The A&R Bylaws became effective on May 8, 2024.”
AXCELIS TECHNOLOGIES INC: Amended director exculpation provision to include senior corporate officers per Delaware law (effective 2024-05-09).
“the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation (the "Charter"). As discussed further in the Proxy Statement, the Certificate of Amendment serves to update the director exculpation provision in the Charter to include certain of the Company’s senior corporate officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law.”
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.