Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Evofem Biosciences, Inc.: Filed a Certificate of Designations creating Series F-1 Preferred Stock, specifying rights, preferences, and privileges (effective 2023-12-11).
“On December 11, 2023 the Company filed a Certificate of Designations creating a new series of preferred stock designated as "Series F-1 Preferred Stock."”
Nutanix, Inc.: Amendment to Amended and Restated Certificate of Incorporation to permit exculpation of officers (effective 2023-12-08).
“the Company’s stockholders approved an amendment to the Company’s 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”
Asana, Inc.: Amended and Restated Bylaws adopted to align with universal proxy rules, DGCL amendments, and governance updates (effective 2023-12-08).
“On December 8, 2023, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, in connection with the Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of corporate governance matters, the Board approved and adopted the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately.”
Targa Resources Corp.: Adopted Third Amended and Restated Bylaws with revisions to director nomination procedures, proxy access, meeting rules, indemnification, and other updates (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “Board”) of Targa Resources Corp. (the “Company”) approved the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), effective as of such date.”
Western Union CO: Amended and restated by-laws effective December 12, 2023, with changes including stockholder record requirement, proxy mechanics, meeting conduct rules, adjusted advance notice periods, and enhanced disclosure for nominations and proposals (effective 2023-12-12).
“On December 12, 2023, in connection with a periodic review of the Company’s by‐laws, the Board adopted amended and restated by-laws (as amended, the “Amended and Restated By-laws”), effective immediately.”
ETSY INC: Amended and restated Bylaws to change voting standard for director elections from plurality to majority in uncontested elections; retained plurality for contested elections (effective 2023-12-12).
“amended and restated Etsy’s Bylaws (as amended, the “Bylaws”) to change the voting standard for the election of directors in uncontested elections from a plurality to a majority voting standard.”
MDWerks, Inc.: The Company ceased being a shell company on December 8, 2023 as a result of the closing of the merger (effective 2023-12-08).
“the Company ceased being a shell company on December 8, 2023 as such term is defined in Rule 12b-2 under the Exchange Act.”
KILROY REALTY CORP: Amended and restated bylaws to separate roles of Chair and CEO and implement technical changes (effective 2023-12-06).
“On December 6, 2023, the Board of Directors amended and restated the Company’s Seventh Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to (i) reflect the separation of the roles of Chair of the Board of Directors and Chief Executive Officer in connection with John Kilroy’s retirement as Chief Executive Officer of the Company and (ii) implement other technical, modernizing and administrative changes and enhancements.”
SCIENTIFIC INDUSTRIES INC: Increased authorized shares of common stock from 20,000,000 to 30,000,000 shares, par value $0.05 per share (effective 2023-12-07).
“On December 7, 2023, a Certificate of Amendment to the Company’s Certificate of Incorporate was filed with the Secretary of State for the State of Delaware effectuating the Authorized Capital Increase.”
TRIMBLE INC.: Amended By-Laws to add proxy access right, majority voting standard for director elections, and other technical/conforming changes including updates for universal proxy rules (effective 2023-12-06).
“On December 6, 2023, the Board of Directors (the "Board" ) of Trimble Inc., a Delaware corporation (the "Company" ), adopted amendments to the Company’s Amended and Restated By-Laws (as amended and restated, the "By-Laws" ) to: (i) provide stockholders with a proxy access right, (ii) adopt a majority voting standard for the election of directors, and (iii) make other technical and conforming changes, including to update the procedures and disclosure requirements for director nominations made under the Company’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act" ).”
CHS INC: Amendments to bylaws: decrease Region 1 representative directors from four to three and increase Region 7 from one to two; deduct dividends from patronage net income; allow Board to add up to 35% additional patronage income to capital reserve.
“At the Annual Meeting, the members of CHS approved amendments (the “ Amendments ”) to CHS’s bylaws (the “ Bylaws ”) to: (1) decrease the number of representative directors in Region 1 from four to three directors and increase the number of representative directors in Region 7 from one to two directors; (2) provide that dividends paid by CHS, including dividends paid with respect to CHS preferred stock, will be deducted when calculating the net income or net loss of an allocation unit from patronage business; and (3) provide the Board with the authority to add an additional amount of patronage income not to exceed 35% to the capital reserve to provide additional reserves for the needs of CHS’s business.”
HONEYWELL INTERNATIONAL INC: Amended and restated By-laws to update director nomination and business proposal procedures, provide chair with power to disregard nominations, clarify meeting conduct rules, and conform to Delaware law (effective 2023-12-08).
“On December 8, 2023, the Board of Directors (the “Board”) of the Company amended and restated the By-laws of the Company (as amended and restated, the “By-laws”), effective as of such date, to (i) update the procedures and information requirements for the nomination of directors and the proposal of business for consideration at meetings of shareowners, including with respect to Rule 14a-19 promulgated under the Exchange Act, (ii) provide the chair of the meeting of shareowners with the power and duty to determine whether, in certain specified circumstances, a nomination shall be disregarded or business proposal shall not be transacted, (iii) clarify that the chair of the meeting may prescribe rules and determinations as to the conduct of the shareowners’ meeting; and (iv) clarify and conform various provisions of the By-laws to the General Corporation Law of the State of Delaware and to other provisions of the By-laws and make certain non-substantive changes and updates.”
TELLURIAN INC. /DE/: Deleted the sentence 'The president shall be the chief executive officer of the corporation' from Article IV, Section 2 of the By-Laws (effective 2023-12-08).
“On December 8, 2023, the Board amended and restated the Amended and Restated By-Laws of the Company effective as of September 20, 2017 (the “ By-Laws ”) so as to delete in its entirety the first sentence of Article IV, Section 2 of the By-Laws, which previously read “The president shall be the chief executive officer of the corporation” (the “ Second Amended and Restated By-Laws ”).”
GREIF, INC: Adoption of amendment to By-Laws changing fiscal year end to September 30, effective first such fiscal year ending September 30, 2025 (effective 2023-12-05).
“On December 5, 2023, the Company's Board of Directors adopted an amendment to Article VI, Section 6.8 of the Company's Third Amended and Restated By-Laws that will enact a new fiscal year of the Company ending September 30, with the first such fiscal year ending September 30, 2025.”
Invesco Commercial Real Estate Finance Trust, Inc.: Articles Supplementary classifying and designating 500,000,000 Class F Common Shares (effective 2023-12-05).
“On December 5, 2023, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland which classified and designated five hundred million (500,000,000) Class F Common Shares.”
Qomolangma Acquisition Corp.: Reduced the deposit amount required to extend the trust account liquidation date to the lesser of $0.033 per share or $20,000 per month (effective 2023-12-07).
“the Charter Amendment reduced the amount that the Company must deposit in the trust account to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (an “ Extension ”) to the lesser of $0.033 per outstanding share and $20,000 for each one-month Extension.”
ProSomnus, Inc.: Amendment to increase authorized shares from 101,000,000 to 151,500,000 (effective 2023-12-08).
“The Company filed the Certificate Amendment on December 8, 2023 with the Secretary of State of the State of Delaware, and the Certificate Amendment became effective upon filing.”
Perception Capital Corp. IV: Shareholders approved an amendment to change the name of the Company from RCF Acquisition Co. to Perception Capital Corp. IV (effective 2023-12-05).
“Shareholders also approved an amendment to change the name of the Company from RCF Acquisition Co. to Perception Capital Corp. IV.”
Perception Capital Corp. IV: Shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination (effective 2023-12-05).
“On December 5, 2023, at the Extraordinary General Meeting (the “ Meeting ”), shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Memorandum ”) extending the deadline by which the Company must consummate an initial business combination.”
Lakeshore Acquisition II Corp.: Extended the deadline to complete a business combination from December 11, 2023 to up to March 11, 2024, with monthly extensions requiring deposits into the trust account (effective 2023-12-08).
“Subsequent to the approval by the shareholders of Lakeshore of the Amendment to Lakeshore’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”), on December 8, 2023, Lakeshore filed the Charter Amendment with the Registrar of Companies in the Cayman Islands and was effective on that date.”
Omega Therapeutics, Inc.: On December 7, 2023, the Board of Directors approved amendments to the Company's Amended and Restated Bylaws, addressing universal proxy rules, streamlining stockholder nomination procedures, and making other technical updates (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “ Board ”) of Omega Therapeutics, Inc., a Delaware corporation (the “ Company ”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “ Amended and Restated Bylaws ”), which became effective the same day.”
Altitude Acquisition Corp.: Extended the deadline to consummate a business combination from December 11, 2023, up to March 11, 2024 by monthly renewals (effective 2023-12-07).
“On December 6, 2023, the Company held the Special Meeting. At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend (the “Extension”) the date by which the Company must consummate a business combination from December 11, 2023 monthly up to three times for an additional one month each time, up to March 11, 2024 (the “Extension Amendment”).”
Criteo S.A.: Amended and restated the By-laws (statuts) to decrease share capital from €1,581,228.20 (63,249,128 shares) to €1,529,141.575 (61,165,663 shares), effective December 7, 2023 (effective 2023-12-07).
“On December 7, 2023, the Board of Directors of the Company amended and restated the By-laws ( statuts ) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of December 7, 2023, the Company has a share capital of €1,529,141.575, divided into 61,165,663 shares with a par value of €0.025 each, decreased from €1,581,228.20, divided into 63,249,128 shares with a par value of €0.025 each.”
ARC DOCUMENT SOLUTIONS, INC.: Amended and restated bylaws to address changes to DGCL and SEC universal proxy rules, updating procedures for stockholder meetings, director nominations, proxy solicitation, and adding an exclusive forum clause (effective 2023-12-06).
“On December 6, 2023, the Board of Directors (the “Board”) of ARC Document Solutions, Inc. (the “Company”) approved an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”), effective immediately.”
BLACKBAUD INC: Amended and restated bylaws to add position of Vice Chairman of the Board to act on behalf of the Chairman when unable to fulfill duties, and to add related references throughout the bylaws (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “Board”) of Blackbaud, Inc. (the “Company”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”
CORCEPT THERAPEUTICS INC: Amended and restated bylaws to allow postponement/rescheduling/cancellation of annual meetings, enhance director nomination and business proposal requirements, and address proxy solicitation mechanics (effective 2023-12-05).
“On December 5, 2023, the Board of Directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of December 5, 2023.”
Capstone Energy Plus, Inc.: Adopted Amended and Restated Bylaws (effective 2023-12-07).
“Amended and Restated Bylaws (the “Bylaws”), each of which became effective on December 7, 2023.”
Capstone Energy Plus, Inc.: Adopted Second Amended and Restated Certificate of Incorporation (effective 2023-12-07).
“New Capstone adopted and filed with the State of Delaware a Second Amended and Restated Certificate of Incorporation (the “Charter”)”
Option Care Health, Inc.: Adopted Fourth Amended and Restated By-Laws including proxy access, enhanced stockholder nomination disclosure, meeting procedures, board meeting notice, officer role clarifications, and ministerial updates (effective 2023-12-06).
“On December 6, 2023, the Board of Directors of the Company unanimously adopted Fourth Amended and Restated By-Laws of the Company (the by-laws, as so amended and restated, the “Amended and Restated By-Laws”), effective immediately.”
DTE ENERGY CO: Reduced threshold of outstanding shares required to call a special shareholder meeting from 25% to 15% (effective 2023-12-06).
“On December 6, 2023, the DTE Energy Company (the Company) Board of Directors adopted amendments to the Bylaws of the Company, effective December 6, 2023, to reduce the threshold of outstanding shares required to call a special shareholder meeting from 25% to 15%.”
MORGAN STANLEY: Amended bylaws to designate exclusive forum for certain actions and federal securities claims (effective 2023-12-07).
“On December 7, 2023, the Board of Directors of Morgan Stanley (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of December 7, 2023, to designate (i) the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the federal district court of the State of Delaware, as the exclusive forum for bringing certain actions against the Company, and (ii) the federal district courts of the United States as the exclusive forum for bringing claims under the Securities Act of 1933, as amended, in each case, unless the Company otherwise consents to an alternative forum.”
ENTERGY CORP /DE/: Amended and restated bylaws effective immediately, including provisions on remote meetings, meeting postponement/cancellation, chair designation, adjournment, proxies, enhanced stockholder nomination and proposal procedures, director election plurality voting, Universal Proxy Rules compliance, direc (effective 2023-12-08).
“On December 8, 2023, the board of directors (the “ Board ”) of Entergy Corporation (the “ Company ”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.”
Signing Day Sports, Inc.: Reduced stockholder quorum requirement from majority to at least one-third of voting power (effective 2023-12-04).
“the board of directors (the “Board”) of Signing Day Sports, Inc. (the “Company”) approved an amendment to the Second Amended and Restated Bylaws of Signing Day Sports, Inc. (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s shares of stock entitled to vote at the meeting to at least one-third in voting power of the Company’s shares of stock entitled to vote at the meeting.”
HilleVax, Inc.: Amended and restated bylaws to address universal proxy rules and enhance procedural mechanics for stockholder nominations and proposals (effective 2023-12-08).
“the Board of Directors (the “Board”) of HilleVax, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; and • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings”
Day One Biopharmaceuticals, Inc.: Amended Code of Business Conduct and Ethics to update policies on conflicts of interest, related party transactions, confidentiality, reporting violations, fair dealing, and healthcare law compliance (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “Board”) of Day One Biopharmaceuticals, Inc. (the “Company”) approved certain amendments to its Code of Business Conduct and Ethics”
Transcode Therapeutics, Inc.: Amended bylaws to revise stockholder meeting adjournment procedures and reduce quorum requirement from a majority to one-third of outstanding shares entitled to vote (effective 2023-12-08).
“On December 8, 2023, the Board of Directors of TransCode Therapeutics, Inc., a Delaware corporation (the “Company”) authorized, approved and adopted an amendment to the Company’s Amended and Restated Bylaws to (i) revise certain provisions relating to stockholder meeting adjournment procedures and (ii) reduce the quorum requirement for meetings of the Company’s stockholders from a majority of the Company’s outstanding shares entitled to vote, represented in person or by proxy to one-third of the Company’s outstanding shares entitled to vote, represented in person or by proxy (the “Bylaw Amendment”). The Bylaw Amendment became effective immediately upon its adoption and amended Sections 4(e) and 5 under Article I of the Company’s Amended and Restated Bylaws.”
Instil Bio, Inc.: Amended certificate to effect 1-for-20 reverse stock split (effective 2023-12-07).
“On December 7, 2023, Instil Bio, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) to effect the previously disclosed 1-for-20 reverse stock split of the Company’s common stock (the “Reverse Stock Split”).”
Spyre Therapeutics, Inc.: Certificate of Designation filed for Series B Non-Voting Convertible Preferred Stock (effective 2023-12-08).
“On December 8, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Private Placement.”
Duolingo, Inc.: Amended and restated bylaws to address universal proxy rules, enhance stockholder nomination disclosure, require white proxy card for board nominees, and align with Delaware law changes (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “Board”) of Duolingo, Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), which became effective the same day.”
ProMIS Neurosciences Inc.: The Company filed articles of amendment to create a new class of Series 2 Preferred Shares, effective December 4, 2023 (effective 2023-12-04).
“Effective as of December 4, 2023, the Company filed articles of amendment (the “ Articles of Amendment ”) to amend its articles to create the new class of Series 2 Preferred Shares.”
Citi Trends Inc: Company adopted a Certificate of Designation for Series A Junior Participating Preferred Stock, filed with the Secretary of State of Delaware on December 6, 2023 (effective 2023-12-06).
“the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “ Certificate of Designation ”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on December 6, 2023.”
ORAGENICS INC: Filed Certificate of Designation establishing Series F Convertible Preferred Stock (effective 2023-12-04).
“On December 4, 2023, in anticipation of the the Odyssey Asset Purchase, the Company filed a Certificate of Designation with the Secretary of State for the State of Florida (the “ Certificate of Designation ”) designating 8,000,000 shares out of the authorized but unissued shares of its preferred stock as Series F Convertible Preferred Stock.”
Veradigm Inc.: Amended bylaws to allow Board to appoint a Chairman who may or may not be an independent director (effective 2023-12-07).
“Effective December 7, 2023, in connection with, and immediately prior to, the effectiveness of the appointment of Mr. Garrison as Executive Chair, the Company amended the By-Laws of the Company, as amended and restated on August 18, 2015, and as further amended on January 1, 2023 (the “Second Amendment”), to provide that the Board may appoint a Chairman who may or may not be an independent director of the Company.”
BIO-PATH HOLDINGS, INC.: Reduced stockholder meeting quorum threshold from majority to one-third of shares entitled to vote (effective 2023-12-07).
“On December 7, 2023, the Board of Directors (the “Board”) of Bio-Path Holdings, Inc. (the “Company”) approved Amendment No. 1 to the First Amended and Restated Bylaws of the Company for the purpose of reducing the threshold required to establish a quorum for its meetings of stockholders from a majority of shares entitled to vote at such meetings to one-third of the shares entitled to vote at such meetings.”
PEABODY ENERGY CORP: Amended by-laws to clarify director nominations, universal proxy rules, stockholder meeting adjournment, and make administrative changes (effective 2023-12-04).
“On December 4, 2023, the Board of Directors (the "Board") of Peabody Energy Corporation (the "Company") approved and adopted the Company’s Second Amended and Restated By-Laws (the "By-Laws"), which became effective immediately.”
HUMANA INC: Removed requirement to maintain an Executive Committee and disbanded the committee (effective 2023-12-07).
“The Restated By-laws amend Article III to remove the requirement that the Board maintain an Executive Committee. The Board simultaneously disbanded its Executive Committee.”
TEGNA INC: Amended By-laws to allow remote stockholder meetings, eliminate stockholder list inspection requirement, and adopt universal proxy rules (effective 2023-12-06).
“On December 6, 2023, the Board of Directors (the “Board”) of TEGNA Inc. (the “Company”) approved and adopted amendments to the By-laws of the Company (the “By-laws”), effective immediately.”
FIRST BUSEY CORP /NV/: Second Amended and Restated Bylaws adopted, including provisions on electronic stockholder meetings, special meeting scheduling, chairperson role, advance notice for stockholder proposals and director nominations, committee authority limitations, director compensation form, and board action by unani (effective 2023-12-06).
“On December 6, 2023, the Board of Directors (the “ Board ”) of First Busey Corporation (the “ Company ” or “ Busey ”) voted to amend and restate the Company’s current bylaws as its Second Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”). The Amended and Restated Bylaws were effective as of December 6, 2023.”
Aimei Health Technology Co., Ltd.: Amended and Restated Memorandum and Articles of Association filed in connection with IPO (effective 2023-12-01).
“On December 1, 2023, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association.”
Invest Acquisition Corp: Extended the date by which the company must complete its initial business combination from December 17, 2023 to June 17, 2024 (effective 2023-12-05).
“On December 5, 2023, Investcorp Europe Acquisition Corp I (the “Company”) held an extraordinary general meeting at the offices of Shearman & Sterling, located at 800 Capital Street, Suite 2200, Houston, Texas 77002 and virtually, at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company must complete its initial business combination from December 17, 2023 to June 17, 2024 (the “Extension Amendment Proposal”).”
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.