CHUY'S HOLDINGS, INC.: Amendment to add an exclusive forum provision (effective 2023-07-27).
“an amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”) to add an exclusive forum provision”
Governance Changes
Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
CHUY'S HOLDINGS, INC.: Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (effective 2023-07-27).
“an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer”
Xtant Medical Holdings, Inc.: Stockholders approved three charter amendments: (1) requiring supermajority director vote to fix number of directors above seven; (2) eliminating/limiting officer personal liability per Delaware law; (3) amending exclusive forum provision (effective 2023-07-26).
“At the Company’s 2023 annual meeting of stockholders held on July 26, 2023, the Company’s stockholders approved the following three amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (collectively, the “Charter Amendments”): ● an amendment requiring a supermajority director vote to fix the number of directors of the Company at more than seven; ● an amendment to eliminate or limit the personal liability of the Company’s officers to the extent permitted by recent amendments to the Delaware General Corporation Law; and ● an amendment to amend the Company’s exclusive forum provision.”
Booz Allen Hamilton Holding Corp: Amended and restated bylaws adopted with changes to stockholder meeting notice, proxies, voting lists, adjournment, stockholder proposals, and board meeting notice (effective 2023-07-26).
“Additionally, on and as effective of July 26, 2023, the Company adopted the amended and restated bylaws (the “Amended and Restated Bylaws”).”
Booz Allen Hamilton Holding Corp: Seventh amended and restated certificate of incorporation approved to limit officer liability and remove obsolete director class provisions (effective 2023-07-26).
“On July 26, 2023 at the Annual Meeting, the holders of the Company’s Class A common stock approved the adoption of the seventh amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to limit the liability of certain officers of the Company in specific circumstances as permitted by recent amendments to Delaware law and to remove obsolete provisions related to classes of directors.”
ARtelligence Holdings, Inc.: Increased authorized common stock to 25,000,000,000 shares.
“The Board of Directors increased the Company’s authorized common stock to 25,000,000,000 shares.”
Archrock, Inc.: Adopted Fourth Amended and Restated Bylaws addressing universal proxy rules, proxy card color requirements, and enhanced procedural mechanics for stockholder nominations and proposals (effective 2023-07-27).
“On July 27, 2023, the Board of Directors (the “Board”) of Archrock, Inc., a Delaware corporation (the “Company”) approved and adopted amended and restated bylaws (the “Fourth Amended and Restated Bylaws”), which became effective the same day.”
Warner Music Group Corp.: Adopted Fifth Amended and Restated Bylaws to address DGCL amendments and universal proxy rule (Rule 14a-19) (effective 2023-07-25).
“On July 25, 2023, the Board of Warner Music Group Corp. (the “Company”) adopted the Fifth Amended and Restated Bylaws of Warner Music Group Corp. (as amended and restated, the “Bylaws”), effective on such date, in order to address amendments to the Delaware General Corporation Law (the “DGCL”) and the adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “universal proxy rule”.”
SPIRE INC: Amended and restated bylaws to revise shareholder proposal and director nomination procedures in light of universal proxy rules, require proxy card color other than white, and incorporate ministerial changes (effective 2023-07-27).
“On July 27, 2023, the Board of Directors of Spire Inc. (the “Company”) amended and restated the Company’s bylaws, effective immediately, to (i) revise the procedures and requirements for a shareholder to propose business or make a nomination at a meeting of shareholders to, among other things, implement and update the procedure and information requirements for the nominations of persons for election to the Company’s Board of Directors, including to address matters relating to the new universal proxy rules set forth in the recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) require that any shareholder soliciting proxies from other shareholders use a proxy card color other than white, and (iii) incorporate other ministerial, clarifying and conforming changes to the bylaws.”
GROUP 1 AUTOMOTIVE INC: Adoption of Fourth Amended and Restated Bylaws addressing universal proxy rules, meeting adjournment mechanics, director removal, and exclusive forum provision (effective 2023-02-15).
“On February 15, 2023, the Board of Directors (the “Board”) of Group 1 Automotive, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Fourth Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Fourth Amended and Restated Bylaws: (1) addresses the universal proxy rules”
KKR Private Equity Conglomerate LLC: Amended and Restated Limited Liability Company Agreement to update board composition, officers, and tax treatment of distributions (effective 2023-07-27).
“On July 27, 2023, 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 December 6, 2022.”
Keen Vision Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-07-24).
“On July 24, 2023, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
Zalatoris II Acquisition Corp: Shareholders approved amendments to the amended and restated memorandum and articles of association covering extension of business combination deadline, redemption limitation, name change, and letter agreement amendment (effective 2023-07-27).
“On July 27, 2023, in the Shareholder Meeting, shareholders of the Company approved (i) the Extension Amendment Proposal, (ii) the Redemption Limitation Amendment Proposal, (iii) the Name Change Amendment Proposal, and (iv) the Letter Agreement Amendment Proposal”
AEON Biopharma, 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.”
AEON Biopharma, Inc.: New Code of Business Conduct and Ethics adopted on July 21, 2023 (effective 2023-07-21).
“on July 21, 2023, AEON’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of AEON.”
AEON Biopharma, Inc.: Amended and Restated Bylaws approved and adopted on July 21, 2023, effective immediately prior to the Business Combination (effective 2023-07-21).
“On July 21, 2023, the Board approved and adopted the Amended and Restated Bylaws of AEON (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.”
AEON Biopharma, Inc.: Amended and Restated Certificate of Incorporation effective July 21, 2023 (effective 2023-07-21).
“The Amended and Restated Certificate of Incorporation of AEON (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on July 21, 2023 includes the amendments proposed by the Charter Proposals.”
View, Inc.: Amended certificate of incorporation to effect a 60-for-1 reverse stock split (effective 2023-07-26).
“On July 26, 2023, View, Inc. (“View” or the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 60-for-1 reverse stock split of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock,” and such reverse stock split, the “Reverse Stock Split”). The Reverse Stock Split became effective upon the filing of the Certificate of Amendment on July 26, 2023 (the “Effective Time”), and View’s Common Stock will begin trading on a split-adjusted basis at market open today, July 27, 2023.”
Acushnet Holdings Corp.: 修订公司章程，更新通用代理规则相关程序要求并反映DGCL修订 (effective 2023-07-25).
“On July 25, 2023, the Board of Directors (the “Board”) of Acushnet Holdings Corp. (the “Company”) amended and restated the Company’s bylaws (as amended, the “Amended and Restated Bylaws”). Among other matters, the Amended and Restated Bylaws update certain procedural requirements related to director nominations by stockholders in light of the “universal proxy” rules of the Securities and Exchange Commission (the “Universal Proxy Rules”) and reflect certain amendments to the Delaware General Corporation Law (the “DGCL”).”
Genufood Energy Enzymes Corp.: The Board approved and adopted amended and restated Bylaws (effective 2023-07-22).
“the Board hereby has approved and adopted the amended and restated Bylaws of the Company (the "Amended Bylaws").”
INVO Fertility, Inc.: Effected a 1-for-20 reverse stock split of common stock, adjusting authorized shares to 6,250,000 (effective 2023-07-28).
“On July 26, 2023, INVO Bioscience, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding and authorized shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split will become effective at 12:01 a.m., Eastern Time, on Friday, July 28, 2023”
PERFICIENT INC: Amendment and restatement of the bylaws, including modifications to stockholder proxy solicitation, remote meetings, and inspector of elections (effective 2023-07-25).
“ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On July 25, 2023, the Board approved and adopted an amendment and restatement the Company’s bylaws (as amended and restated, the “Second Amended and Restated Bylaws”), effective as of that date. The amendments contained in the Second Amended and Restated Bylaws include, among other things: • modifying Section 3.2 to provide for requirements and procedures for stockholder proxy solicitations; • revising Sections 3.1, and 4.5 to allow for the Board to conduct stockholder meetings by means of remote communications and to allow directors to participate in Board meetings by means of remote communications; • adding Section 3.12 to reflect the Board’s practice to appoint one or more inspectors at meetings of stockholders; and • incorporating other technical and conforming revisions and clarifications.”
SURMODICS INC: Amended and restated Bylaws to update director nomination procedures, proxy solicitation rules, board meeting procedures, and shareholder meeting conduct (effective 2023-07-20).
“On July 20, 2023, the Board of Directors of Surmodics, Inc. (the “Company”) adopted certain amendments, effective upon adoption, and restated the Bylaws of the Company (as amended, the “Restated Bylaws”).”
BIOLASE, INC: Amended certificate of incorporation to effect a 1-for-100 reverse stock split of common stock, effective July 27, 2023 (effective 2023-07-27).
“On July 20, 2023, the stockholders of BIOLASE, Inc., a Delaware corporation (the “Company”), approved a proposal at the Company’s special meeting of stockholders (the “Special Meeting”) further amending the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio between one-for-two (1:2) and one-for-one hundred (1:100), without reducing the authorized number of shares of Common Stock.”
BIOMERICA INC: Amended voting standard for stockholder matters (excluding director elections) from majority of stockholders present and entitled to vote to majority of stockholders present and entitled to vote on the subject matter, to limit effect of broker non-votes (effective 2023-07-24).
“On July 24, 2023, the Board of Directors (the “Board”) of Biomerica Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws,” and as so amended and restated, the “Amended and Restated Bylaws”), effective July 24, 2023.”
RAYONIER INC: Amended bylaws to update universal proxy rules, shareholder nomination procedures, and proxy card color requirement (effective 2023-07-21).
“On July 21, 2023, the Board of Directors (the “Board”) of Rayonier Inc. (the “Company”) adopted amendments to its Bylaws (as amended, the “Bylaws”), which became effective immediately upon adoption.”
USCB FINANCIAL HOLDINGS, INC.: Amended and restated Bylaws effective July 24, 2023 with changes to sections on shareholder meetings, board meetings, committees, and officers (effective 2023-07-24).
“the Board of Directors (the “Board”) of USCB Financial Holdings, Inc. (the “Company”) on July 24, 2023 approved and adopted the amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective upon adoption.”
Keyarch Acquisition Corp: Amended charter to extend business combination deadline to October 27, 2023, with Board authority to further extend monthly up to January 27, 2024, and to allow Class B share conversion to Class A at any time before closing (effective 2023-07-20).
“the Extension Amendment Proposal (as defined below) and the Founder Share Amendment Proposal (as defined below) to amend the Company's Amended and Restated Memorandum and Articles of Association (“ Charter Amendment ”) was approved. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal.”
Williams Rowland Acquisition Corp.: Amended charter to extend business combination deadline and remove redemption limitation on net tangible assets (effective 2023-07-24).
“the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on July 24, 2023 (the “Charter Amendment”), that (i) gives the Company the right to extend the date by which Williams Rowland has to consummate a business combination up to eight (8) times (the “Extension Amendment”), each such extension for an additional one (1) month period (each an “Extension”), from July 29, 2023 to March 29, 2024 (such date actually extended being referred to as the “Extended Termination Date”) and (ii) removed from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 upon consummation of a Business Combination (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective o”
Zoomcar Holdings, Inc.: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to three times for one month each, from July 29, 2023 to October 29, 2023 (effective 2023-07-20).
“At the EGM, the shareholders of the Company also approved an amendment (the "Extension Amendment") to the Company’s Amended and Restated Memorandum and Articles of Association, as amended on January 19, 2023, to extend the date by which the Company must consummate an initial business combination up to three (3) times for an additional one (1) month each time, from July 29, 2023 to October 29, 2023 (which is 24 months from the closing of our IPO).”
Perception Capital Corp. III: Approved Redemption Limitation Amendment to eliminate the $5,000,001 net tangible asset redemption limitation (effective 2023-07-21).
“sought to eliminate from the Articles the limitation that the Company shall not redeem Class A ordinary shares”
Perception Capital Corp. III: Approved Extension Amendment to extend business combination deadline from 24 to 36 months from IPO closing (effective 2023-07-21).
“the Company’s shareholders approved two proposals to amend the Company’s amended and restated memorandum and articles of association”
Magnum Opus Acquisition Ltd: Amended the MAA to allow Class B ordinary shares to be converted to Class A ordinary shares on a one-for-one basis at any time before or after the business combination (effective 2023-07-24).
“the proposal to amend the MAA to provide for the right of a holder of the Company’s Class B ordinary shares to convert such shares into the Company’s Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company’s business combination at the election of the holder”
Magnum Opus Acquisition Ltd: Amended Articles 51.7 and 51.8 of the MAA to extend the Termination Date for a business combination from July 25, 2023 to up to January 25, 2024 (effective 2023-07-24).
“the proposal to amend Articles 51.7 and 51.8 of the Company’s amended and restated memorandum and articles of association (as amended by a special resolution of the Company’s shareholders on March 17, 2023, the “MAA”) to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a “business combination,” or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s then issued and outstanding public shares (the “Extension”) for two months, from July 25, 2023 to September 25, 2023, and, if the Company does not consummate a business combination by September 25, 2023, to further extend the Termination Date, without the need for any future approval of the Company’s shareholders, by resolutio”
Edify Acquisition Corp.: Extended deadline to consummate initial business combination from July 20, 2023 to January 20, 2024 (effective 2023-07-20).
“the Company filed a 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 EAC must consummate an initial business combination from July 20, 2023 to January 20, 2024.”
Eagle Point Income Co Inc.: Filed Certificate of Designation to establish Series B Term Preferred Stock (effective 2023-07-25).
“On July 25, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series B Term Preferred Stock, which designates a total of 2,400,000 as Series B Term Preferred Stock”
INTELLIGENT BIO SOLUTIONS INC.: Elimination of Series B and Series D Convertible Preferred Stock designations, shares reverted to undesignated preferred stock (effective 2023-07-25).
“On July 25, 2023, Intelligent Bio Solutions Inc. (the “Company”) filed a Certificate of Elimination of Series B Convertible Preferred Stock (the “Series B Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Delaware SOS”) effecting the elimination of its Series B Convertible Preferred Stock.”
International Land Alliance Inc.: Filed Certificate of Designations for Series C Convertible Preferred Stock, authorizing up to 10,000 shares with specific dividend and conversion rights, senior liquidation preference, and mandatory partial redemption at 110% of stated value (effective 2023-06-27).
“On June 27, 2023, the Company filed a Certificate of Designations, Preferences and Rights of the Series C Shares with the Wyoming Secretary of State (the “Certificate of Designations”), authorizing the issuance of up to 10,000 Series C Shares, par value $0.001 per share, each having a stated value equal to $100.00 (the “Stated Value”).”
FIRST SOLAR, INC.: Amended and restated bylaws to update director nomination procedures, add proxy access, and make other technical changes (effective 2023-07-20).
“On July 20, 2023, the Board of Directors (the “Board”) of First Solar, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “A&R Bylaws”), which became effective the same day.”
Fresh Tracks Therapeutics, Inc.: Board adopted Amended and Restated Bylaws to reduce the minimum number of directors from four to three, and subsequently reduced the board size accordingly (effective 2023-07-24).
“On July 24, 2023, the Board adopted Amended and Restated Bylaws to decrease the minimum number of directors from four members to three members.”
FIRST HORIZON CORP: Removed Section 3.6 transitional provisions and removed entire Section 3.17 related to Executive Chairman and other expired provisions (effective 2023-07-25).
“On July 25, 2023, the Board of Directors unanimously approved these amendments to the Bylaws, in each case effective immediately: Section 3.6 : Transitional provisions referring to the 2020 annual meeting, no longer meaningful, were removed. Section 3.17 : Section 3.17 was removed entirely, along with multiple references to that Section in other parts of the Bylaws.”
PSQ Holdings, Inc.: Ceased being a shell company due to business combination.
“As a result of the Business Combination, Colombier ceased being a shell company.”
PSQ Holdings, Inc.: Adopted a new code of business conduct and ethics (effective 2023-07-19).
“on July 19, 2023 and effective as of such date, the Company Board adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers, and directors.”
PSQ Holdings, Inc.: Approved and adopted Amended and Restated Bylaws.
“On the Closing Date, the Company Board approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Effective Time.”
PSQ Holdings, Inc.: Stockholders approved a new restated certificate of incorporation to replace the charter, effective on the Closing Date.
“Colombier’s stockholders also approved a new restated certificate of incorporation (“ New Charter ”) to replace the Charter (as amended following the approval of the NTA Amendment) following the consummation of the Business Combination. The terms of the New Charter are described in greater detail in the Proxy Statement/Prospectus beginning on page 176 of the Proxy Statement/Prospectus and is incorporated herein by reference. The New Charter, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the Charter Proposal.”
Evergreen Corp: Amended Articles of Association to extend the business combination period up to twelve additional months to August 11, 2024, with monthly extension payments (effective 2023-07-18).
“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 July 18, 2023, EVGR filed the Charter Amendment with the Registrar of Companies in the Cayman Islands.”
Benitec Biopharma Inc.: Certificate of Amendment to the Amended and Restated Certificate of Incorporation to effect a 1-for-17 reverse stock split (effective 2023-07-26).
“On July 25, 2023, Benitec Biopharma 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 July 26, 2023 (the “Effective Time”), a 1-for-17 reverse stock split (the “Reverse Stock Split”)”
Momentus Inc.: Decreased quorum requirement for stockholder meetings from a majority to one-third of voting power (effective 2023-07-19).
“On July 19, 2023, the Board of Directors of the Company approved a first amendment (the “First Amendment”) to the Company’s Amended and Restated Bylaws, effective immediately, to modify Article I, Section 1.5 to decrease the quorum requirement for the transaction of business at meetings of stockholders from the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, to the holders of one-third (1/3rd) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy.”
Turnstone Biologics Corp.: Adopted amended and restated bylaws in connection with IPO (effective 2023-07-25).
“Amendment and Restatement of Bylaws Effective as of July 25, 2023, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
Turnstone Biologics Corp.: Amended and restated certificate of incorporation in connection with IPO (effective 2023-07-25).
“Amendment and Restatement of Certificate of Incorporation In connection with the closing of the initial public offering of shares of common stock (the “IPO”) of Turnstone Biologics Corp. (the “Company”) on July 25, 2023, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware.”
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.