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
LSCC LATTICE SEMICONDUCTOR CORP

LATTICE SEMICONDUCTOR CORP: Adopted majority voting standard for uncontested director elections and plurality for contested elections; made other technical and conforming changes (effective 2023-12-14).

“On December 14, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective on that date. The amendments adopt a majority voting standard for uncontested director elections, with a plurality voting standard for contested director elections, and make other technical and conforming changes.”
HTO H2O AMERICA

H2O AMERICA: Board adopted Amended and Restated Bylaws effective immediately, with changes related to universal proxy rules, special meeting procedures, proxy color, contested election definition, DGCL conformity, and other administrative updates (effective 2023-12-11).

“On December 11, 2023, the Board of Directors (the “Board”) of SJW Group (the “Company”) adopted and approved, effective immediately, the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to, among other things: • require stockholders seeking to nominate directors pursuant to the universal proxy rules adopted by the Securities and Exchange Commission to comply with the requirements of those rules and provide reasonable evidence of such compliance upon request;”
SIGI SELECTIVE INSURANCE GROUP INC

SELECTIVE INSURANCE GROUP INC: Amendments to Bylaws including changes to meeting timing and notice, inspector of elections, stock certificate signing, chairperson appointment, committee structure, notice delivery, board authority references, and stockholder inspection notice period, effective January 1, 2024 (effective 2024-01-01).

“On December 12, 2023, the Board of Directors (the “Board”) of Selective Insurance Group, Inc. (the “Company”) adopted the following amendments (the “Amendments”) to the Company’s By-Laws (the “Bylaws”), with such Amendments to be effective as of January 1, 2024:”
STI Solidion Technology Inc.

Solidion Technology Inc.: Extended deadline to consummate initial business combination from December 15, 2023 to March 15, 2024 (effective 2023-12-15).

“the Company filed a second certificate of amendment to its amended and restated certificate of incorporation (the “ Charter Amendment ”) which became effective upon filing. The Charter Amendment changed the date by which Nubia must consummate an initial business combination from December 15, 2023 to March 15, 2024.”
BZAI Blaize Holdings, Inc.

Blaize Holdings, Inc.: Extended the deadline for BurTech to consummate a business combination up to twelve additional one-month periods through December 15, 2024, and amended Section 4.3(b)(i) to allow Class B shareholders optional conversion to Class A Shares (effective 2023-12-15).

“to (a) extend the date by which BurTech has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period from December 15, 2023 to December 15, 2024; and (b) change Section 4.3 (b)(i) of the Charter to allow the holders of shares of Class B Shares to convert their shares of Class B common stock to Class A Shares at the option of the holder.”
IXAQF IX Acquisition Corp.

IX Acquisition Corp.: Approved Second Extension Amendment to amend the Memorandum and Articles of Association to extend the business combination deadline to up to October 12, 2024 (effective 2023-12-12).

“the Second Extension Amendment to give the Board the right to extend the date by which the Company must consummate a Business Combiantion from December 12, 2023 on a monthly basis up to ten (10) times until October 12, 2024 (or such earlier date as determined by the Board)”
VTRS Viatris Inc

Viatris Inc: Shareholders approved amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

“Proposal No. 5 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Votes 712,407,131 165,367,429 3,861,922 129,069,367 This proposal was approved.”
VTRS Viatris Inc

Viatris Inc: Shareholders approved amendment to Certificate of Incorporation to add a federal forum selection provision.

“Proposal No. 4 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision: For Against Abstain Broker Non-Votes 775,943,332 101,876,413 3,774,593 129,111,511 This proposal was approved.”
VTRS Viatris Inc

Viatris Inc: Board approved Amended and Restated Bylaws, effective after 2023 annual meeting, updating universal proxy rules and Delaware law procedures (effective 2023-12-14).

“On December 14, 2023, the Board of Directors (the “Board”) of Viatris Inc. (“Viatris” or the “Company”) approved the Amended and Restated Bylaws of Viatris Inc. (the “Amended and Restated Bylaws”), which became effective immediately after the 2023 annual meeting of shareholders (the “2023 Annual Meeting”).”
PHAT Phathom Pharmaceuticals, Inc.

Phathom Pharmaceuticals, Inc.: Amended and restated bylaws to address universal proxy rules, enhance procedural mechanics for stockholder nominations and proposals, and make technical updates (effective 2023-12-13).

“On December 13, 2023, the Board of Directors (the “Board”) of Phathom Pharmaceuticals, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.”
WRAP WRAP TECHNOLOGIES, INC.

WRAP TECHNOLOGIES, INC.: Reduced the stockholder meeting quorum threshold from a majority to one-third of outstanding shares entitled to vote (effective 2023-12-12).

“On December 12, 2023, the Board of the Company approved an amendment to the Amended and Restated Bylaws of the Company (the “Amendment”) for the purpose of reducing the threshold required to establish a quorum for its meetings of stockholders from a majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, to one-third of the outstanding shares of the Company entitled to vote, represented in person or by proxy at such meetings.”
DBX DROPBOX, INC.

DROPBOX, INC.: Amended and restated bylaws to update exclusive forum, advance notice, meeting notices, and other provisions (effective 2023-12-13).

“On December 13, 2023, the Board of the Company adopted amendments to, and restated, the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
Revance Therapeutics, Inc.

Revance Therapeutics, Inc.: Amended and Restated Bylaws to align with Rule 14a-19, enhance director nomination disclosures, and make other updates (effective 2023-12-12).

“On December 12, 2023, in connection with the effectiveness of Rule 14a-19 ("Rule 14a-19") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), certain changes to the General Corporation Law of the State of Delaware (the "DGCL") and a periodic review of corporate governance matters, the board of directors (the "Board") of Revance Therapeutics, Inc. (the "Company"), approved and adopted the Amended and Restated Bylaws of the Company (as so amended and restated, the "Amended and Restated Bylaws"), effective immediately.”
VNDA Vanda Pharmaceuticals Inc.

Vanda Pharmaceuticals Inc.: Amended and restated bylaws to address Universal Proxy Rules and conform to Delaware law (effective 2023-12-13).

“On December 13, 2023, the Board of Directors of Vanda Pharmaceuticals Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”).”
EXPE Expedia Group, Inc.

Expedia Group, Inc.: Amended Bylaws to update procedural mechanics and disclosure requirements for stockholder nominations and proposals, including Rule 14a-19 compliance and proxy card restrictions (effective 2023-12-13).

“On December 13, 2023, the Board of Directors (the “Board”) of Expedia Group, Inc. (the “Company”) approved and adopted amendments to the Company's Amended and Restated Bylaws (as amended, the “Bylaws”), which became effective that same date.”
OGEN ORAGENICS INC

ORAGENICS INC: Increased authorized shares of Common Stock from 4,166,666 to 350,000,000 (effective 2023-12-14).

“On December 14, 2023, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida to increase the number of authorized shares from 4,166,666 shares of Common Stock to 350,000,000 shares of Common Stock”
CXW CoreCivic, Inc.

CoreCivic, Inc.: Amended Article XII, Section 2 to remove the requirement that a stockholder or group own at least 1% of common stock continuously for at least one year to be eligible to submit a binding proposal to adopt, alter, or repeal any provision of the bylaws (effective 2023-12-14).

“The amendments remove the requirement that a stockholder or a group of stockholders own at least one percent or more of the Company’s common stock continuously for at least one year before the stockholder(s) are eligible to submit a binding proposal to adopt, alter, or repeal any provision of the bylaws.”
JLL JONES LANG LASALLE INC

JONES LANG LASALLE INC: Board adopted Fourth Amended and Restated Bylaws with updates to shareholder nomination procedures, meeting rules, and special meeting requirements (effective 2023-12-11).

“On December 11, 2023, the Board of Directors (the “Board”) of Jones Lang LaSalle Incorporated (the “Company”), approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Fourth Amended and Restated Bylaws”), which became effective as of such date.”
WINV WinVest Acquisition Corp.

WinVest Acquisition Corp.: Amended certificate of incorporation to extend termination date to January 17, 2024, with option for up to five monthly extensions to June 17, 2024 (effective 2023-12-14).

“following stockholder approval of the Extension Amendment Proposal at the Extension Meeting, on December 14, 2023, the Company filed the Extension Amendment with the Delaware Secretary of State.”
EVRG Evergy, Inc.

Evergy, Inc.: Amended and restated Bylaws to clarify definitions, voting rights, quorum rules, and add construction and interpretation clauses (effective 2023-12-13).

“On December 13, 2023, the Board of Directors (the “Board”) of Evergy, Inc. (the “Company”) amended and restated the Amended and Restated By-laws of the Company (as amended and restated, the “By-laws”), effective as of the same date.”
ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.

ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.: Amended exclusive forum provision to clarify it does not apply to Securities Act, Exchange Act claims, or actions arising from securities sales in Relevant Jurisdictions; consented to jurisdiction in such jurisdictions (effective 2023-12-08).

“On December 8, 2023, we adopted the Sixth Amended and Restated Bylaws, effective immediately, to amend our exclusive forum provision to clarify that such provision does not apply to claims arising under the Securities Act of 1933, the Securities Exchange Act of 1934 or to actions arising out of, or in connection with, the sale of securities in, or the violation of the laws of, the U.S. states, territories and districts in which our shares are sold (such states, territories and districts the “Relevant Jurisdictions”).”
GRDX GridAI Technologies Corp.

GridAI Technologies Corp.: Filed amendment to increase authorized shares and effect a 1-for-20 reverse stock split (effective 2023-12-18).

“On December 13, 2023, the Company filed the Amendment to its Charter with the Secretary of State of the State of Delaware to increase the total number of authorized shares of Common Stock by 50,000,000 shares to 100,000,000 shares and to effect a reverse stock split of its Common Stock at a ratio of 1-to-20 (the “Reverse Stock Split”).”
KBSR KBS Real Estate Investment Trust III, Inc.

KBS Real Estate Investment Trust III, Inc.: Amended and restated bylaws to update stockholder nomination procedures related to Rule 14a-19, including certification, representation, information, and nominee limit requirements, effective December 12, 2023 (effective 2023-12-12).

“On December 12, 2023, KBS Real Estate Investment Trust III, Inc.’s (the “Company”) board of directors amended and restated the Company’s bylaws effective as of December 12, 2023 (the “Fourth Amended and Restated Bylaws”).”
TPICQ TPI COMPOSITES, INC

TPI COMPOSITES, INC: Cancellation of Certificate of Designations for Series A Preferred Stock (effective 2023-12-14).

“on December 14, 2023, the Company will file a Cancellation of Certificate of Designations of the Series A Preferred Stock (the “Certificate of Cancellation”) with the Secretary of State of the State of Delaware.”
RNGE RANGE IMPACT, INC.

RANGE IMPACT, INC.: Changed company name to Range Impact, Inc. via Articles of Merger filed with Nevada Secretary of State (effective 2023-12-14).

“On December 14, 2023, we filed Articles of Merger (the "Articles of Merger") with the Secretary of State of the state of Nevada to effect the Merger and to change our name to Range Impact, Inc.”
EFC Ellington Financial Inc.

Ellington Financial Inc.: Filed Certificates of Designations for Series D and Series E Preferred Stock (effective 2023-12-14).

“EFC filed with Secretary of State of the State of Delaware (i) a Certificate of Designations (the “Series D Certificate of Designations”) to designate 379,668 shares of EFC’s authorized preferred stock as shares of EFC Series D Preferred Stock and (ii) a Certificate of Designations (the “Series E Certificate of Designations”) to designate 957,133 shares of EFC’s authorized preferred stock as shares of EFC Series E Preferred Stock, each with an effective date of December 14, 2023.”
Seagen Inc.

Seagen Inc.: Merger resulted in amendment and restatement of certificate of incorporation and bylaws.

“At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.”
AMT AMERICAN TOWER CORP /MA/

AMERICAN TOWER CORP /MA/: Amended by-laws to update advance notice procedures and disclosure requirements for director nominees and proposals to comply with universal proxy rules (Rule 14a-19) (effective 2023-12-13).

“Effective December 13, 2023, the Board of Directors (the “Board”) of American Tower Corporation (the “Company”) adopted amendments to the Company’s Amended and Restated By-Laws (as so amended, the “By-Laws”).”
AIMD Ainos, Inc.

Ainos, Inc.: Amended Certificate of Formation to effect a 1-for-5 reverse stock split and increase authorized preferred shares from 10,000,000 to 50,000,000 (effective 2023-12-14).

“Reverse Stock Split Effective December 14, 2023 at 9:00 a.m., Eastern time (the “Effective Time”), Ainos, Inc. (the “Company”) amended its Certificate of Formation (the “Amendment”) to effect a reverse stock split of the Company’s common stock, par value $.01 (the “Common Stock”) at a ratio of 1-for-5 (the “Reverse Stock Split”).”
SNPS SYNOPSYS INC

SYNOPSYS INC: Amended and restated Bylaws to lower special meeting request threshold from 20% to 15%, clarify director nomination procedures, adopt universal proxy rules, and reflect DGCL changes (effective 2023-12-12).

“on December 12, 2023, Synopsys’ Board of Directors”
P&F INDUSTRIES INC

P&F INDUSTRIES INC: Amended By-Laws to designate the Vice President (or Board designee) to preside at stockholder meetings, designate the President as CEO, and remove the President's authority to preside over meetings in the absence of the Chairman (effective 2023-12-07).

“On December 7, 2023, the board of directors (the “Board”) of P&F Industries, Inc. (the “Company”) approved and adopted certain amendments to the Company’s Amended and Restated By-Laws (the “By-Laws” and, as so amended and restated, “Amended By-Laws”).”
COMPUTER TASK GROUP INC

COMPUTER TASK GROUP INC: By-laws were amended and restated in their entirety pursuant to the merger agreement as of the effective time (effective 2023-12-13).

“In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Amended and Restated By-Laws ”).”
COMPUTER TASK GROUP INC

COMPUTER TASK GROUP INC: Certificate of incorporation was amended pursuant to the merger agreement as of the effective time of the merger (effective 2023-12-13).

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the company's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended as set forth in the Certificate of Merger filed with the Secretary of State of the State of New York on December 13, 2023 (the “ Amended Certificate of Incorporation ”).”
AMAT APPLIED MATERIALS INC /DE

APPLIED MATERIALS INC /DE: Lowered ownership threshold for calling special meetings from 20% to 10%, reflected Delaware law amendments, and made ministerial changes (effective 2023-12-08).

“On December 8, 2023, the Board of Directors (the “Board”) of the Company amended its Amended and Restated Bylaws, effective immediately, to: lower the ownership threshold required for stockholders to call a special meeting from 20% to 10%; reflect recent Delaware law amendments, including but not limited to communications regarding adjourned stockholder meetings, proxy requirements, and requirements for action by written consent of the Board; and make technical edits and clarifying, conforming and ministerial changes.”
SRZN Surrozen, Inc./DE

Surrozen, Inc./DE: Effected a one-for-fifteen reverse stock split of common stock via a Certificate of Amendment to the Certificate of Incorporation (effective 2023-12-13).

“On December 13, 2023, Surrozen, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Amendment”), to effect a one-for-fifteen (1:15) reverse stock split of its outstanding common stock, effective as of December 13, 2023 (the “Reverse Stock Split”).”
Avidity Biosciences, Inc.

Avidity Biosciences, Inc.: Amended and restated bylaws to address universal proxy rules, revise stockholder meeting procedures, and enhance disclosure requirements for nominations and proposals (effective 2023-12-12).

“On December 12, 2023, the board of directors (the "Board") of Avidity Biosciences, Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), which became effective the same day.”
Mid-America Apartments, L.P.

Mid-America Apartments, L.P.: Adopted Fifth Amended and Restated Bylaws enhancing shareholder nomination and proposal procedures, disclosure requirements, and proxy rules (effective 2023-12-12).

“On December 12, 2023, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, adopted and approved amended and restated bylaws (the “Fifth Amended and Restated Bylaws”), effective concurrently with such adoption.”
GLPI Gaming & Leisure Properties, Inc.

Gaming & Leisure Properties, Inc.: Amendment and restatement of bylaws to implement a proxy access framework and universal proxy rules (effective 2023-12-07).

“On December 7, 2023, the Board of Directors (the “Board”) of Gaming and Leisure Properties, Inc. (the “Company”), amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective as of December 7, 2023, to, among other things, implement a proxy access framework.”
IVF INVO Fertility, Inc.

INVO Fertility, Inc.: Lowered quorum requirement for shareholder meetings from majority to one-third of outstanding shares (effective 2023-12-12).

“The Amendment amends and restates in its entirety Article III, Section 8 of the Bylaws to lower the quorum requirement for shareholder meetings from requiring the holders of a majority of the Company’s shares of stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy to one-third of the holders of the Company’s stock issued and outstanding and entitled to vote thereat to be present in person or represented by proxy.”
CNC CENTENE CORP

CENTENE CORP: Amendments to By-Laws to revise and clarify procedural and disclosure requirements for stockholder special meetings, nominations, and business proposals, and to update for Delaware law changes (effective 2023-12-08).

“On December 8, 2023, the Board of Directors (the "Board") of Centene Corporation (the "Company") approved and adopted amendments (the "Amendments") to the Company’s Amended and Restated By-Laws (the "By-Laws").”
MTCH Match Group, Inc.

Match Group, Inc.: Amended and restated third amended and restated by-laws (Fourth Amended and Restated By-Laws) to revise and clarify procedural and disclosure requirements for stockholder proposals and director nominations, update majority voting standard for director elections, and make conforming updates to Delawa (effective 2023-12-07).

“On December 7, 2023, the Board of Directors (the “Board of Directors”) of Match Group, Inc. (the “Company”) approved an amendment and restatement of the Company’s third amended and restated by-laws (the “Fourth Amended and Restated By-Laws”), which became effective as of December 7, 2023.”
ORRF ORRSTOWN FINANCIAL SERVICES INC

ORRSTOWN FINANCIAL SERVICES INC: Eliminated director age limitation of 75 years of age in Article III, Section 3-14 of the By-Laws (effective 2023-12-12).

“Effective December 12, 2023, the board of directors of Orrstown amended Article III, Section 3-14 of the By-Laws to eliminate the director age limitation of 75 years of age.”
IBM INTERNATIONAL BUSINESS MACHINES CORP

INTERNATIONAL BUSINESS MACHINES CORP: Article III, Section 2 of IBM's By-laws was amended to increase the number of directors to fourteen, effective December 12, 2023, in connection with the election of Marianne C. Brown to the board (effective 2023-12-12).

“Item 5.03(a) Amendment to Bylaws. In connection with the election of Marianne C. Brown to the IBM Board of Directors, effective December 12, 2023, Article III, Section 2 of IBM’s By-laws was amended to increase the number of directors to fourteen, effective December 12, 2023.”
EQT EQT Corp

EQT Corp: Amended bylaws to incorporate references to electronic shareholder meetings, update meeting presider, add universal proxy rule compliance, clarify special meeting notice, and make other changes (effective 2023-12-12).

“On and effective as of December 12, 2023, the Board of Directors (the “Board”) of EQT Corporation (the “Company”) approved and adopted certain amendments to the Company’s Amended and Restated Bylaws”
African Agriculture Holdings Inc.

African Agriculture Holdings Inc.: As a result of the Business Combination, the registrant ceased to be a shell company as of the Closing on December 6, 2023 (effective 2023-12-06).

“On December 6, 2023, as a result of the Business Combination, 10X II ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
African Agriculture Holdings Inc.

African Agriculture Holdings Inc.: Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-12-06).

“in connection with the Business Combination, on December 6, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
African Agriculture Holdings Inc.

African Agriculture Holdings Inc.: Board adopted new Bylaws effective December 6, 2023, replacing prior bylaws (effective 2023-12-06).

“On December 6, 2023, the Board adopted the Bylaws, which became effective on that date.”
African Agriculture Holdings Inc.

African Agriculture Holdings Inc.: Certificate of Incorporation became effective on December 6, 2023, reflecting amendments proposed by Charter Proposal (effective 2023-12-06).

“The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on December 6, 2023, includes the amendments proposed by the Charter Proposal.”
AMTB Amerant Bancorp Inc.

Amerant Bancorp Inc.: Approved an amendment to the Code of Conduct and Ethics, effective December 6, 2023, with clarifications on confidentiality, SEC communications, and reporting violations via an Ethics and Compliance Hotline (effective 2023-12-06).

“On December 6, 2023, the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”), acting upon the recommendation of the Board’s Corporate Governance, Nominating and Sustainability Committee, approved an amendment to the Code of Conduct and Ethics of the Company effective as of December 6, 2023 (the “Code”).”
CRNX Crinetics Pharmaceuticals, Inc.

Crinetics Pharmaceuticals, Inc.: Amended bylaws to address universal proxy rules, enhance stockholder nomination and proposal disclosure requirements, and require a non-white proxy card color for stockholders soliciting proxies (effective 2023-12-06).

“On December 6, 2023, the Board of Directors (the “Board”) of Crinetics Pharmaceuticals, Inc. (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”

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.