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
AIEV Thunder Power Holdings, Inc.

Thunder Power Holdings, Inc.: Amended charter to extend deadline to consummate initial business combination to June 21, 2023, with option to extend up to nine additional one-month periods to March 21, 2024, by depositing funds to the trust account (effective 2023-06-20).

“On June 20, 2023, the Charter Amendment was filed with the State of Delaware, effective on the same date.”
ATEK Athena Technology Acquisition Corp. II

Athena Technology Acquisition Corp. II: Filed a second charter amendment providing holders of Class B common stock the right to convert shares to Class A common stock on a one-for-one basis prior to a business combination (effective 2023-06-20).

“On June 20, 2023, the Company filed a second amendment (the “June 20th Amendment”) to its charter with the Secretary of State of the State of Delaware reflecting the Founder Share Amendment Proposal.”
ATEK Athena Technology Acquisition Corp. II

Athena Technology Acquisition Corp. II: Filed an amendment to the charter to extend the business combination deadline from June 14, 2023 to up to March 14, 2024 (effective 2023-06-13).

“On June 13, 2023, the Company filed an amendment to its charter with the Secretary of State of the State of Delaware reflecting the Extension Proposal.”
Zalatoris Acquisition Corp.

Zalatoris Acquisition Corp.: Name change from Trajectory Alpha Acquisition Corp. to Zalatoris Acquisition Corp (effective 2023-06-26).

“On June 14, 2023, the board of directors of Trajectory Alpha Acquisition Corp. (the “ Company ”) approved resolutions pursuant to which a certificate of amendment will be filed in the office of the Secretary of State of Delaware to change the Company’s name from “Trajectory Alpha Acquisition Corp.” to “Zalatoris Acquisition Corp.” (the “ Name Change ”).”
CF Acquisition Corp. VII

CF Acquisition Corp. VII: Extended the deadline to consummate a business combination from June 20, 2023 to March 20, 2024 (effective 2023-06-16).

“On June 16, 2023, the Company filed the first amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate the Business Combination from June 20, 2023 to March 20, 2024 (or such earlier date as determined by the board of directors of the Company).”
PDYN Palladyne AI Corp.

Palladyne AI Corp.: Certificate of Amendment to effect 1-for-6 reverse stock split and reduce authorized common shares from 990,000,000 to 165,000,000 (effective 2023-06-20).

“On June 20, 2023, Sarcos Technology and Robotics Corporation (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on July 5, 2023”
ALXO ALX ONCOLOGY HOLDINGS INC

ALX ONCOLOGY HOLDINGS INC: Amended and restated bylaws to enhance stockholder nomination and proposal procedures, revise stockholder meeting provisions, update director/committee/officer provisions, and conform to Delaware law (effective 2023-06-17).

“On June 16, 2023, the Board of Directors (the “Board”) of ALX Oncology Holdings Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Bylaws”) effective as of June 17, 2023.”
ADNH ADVENT TECHNOLOGIES HOLDINGS, INC.

ADVENT TECHNOLOGIES HOLDINGS, INC.: Increased authorized common stock from 110,000,000 to 500,000,000 shares and added officer exculpation provision; filed Certificate of Amendment with Delaware Secretary of State on June 20, 2023 (effective 2023-06-20).

“At the Annual Meeting, the Company’s stockholders approved amendments (the “Amendments”) to (1) subsection (a) of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the Company’s number of shares of authorized common stock, par value $0.0001 per share, from 110,000,000 shares to 500,000,000 shares, with a corresponding increase in the Company’s total authorized capital stock, which includes common stock and preferred stock, from 111,000,000 shares to 501,000,000 shares; and (2) Article VI of the Certificate of Incorporation to permit the exculpation of our officers.”
ACXP Acurx Pharmaceuticals, Inc.

Acurx Pharmaceuticals, Inc.: Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation approved by stockholders and filed with Delaware Secretary of State (effective 2023-06-20).

“At the Annual Meeting of Acurx Pharmaceuticals, Inc. (“we”, “us” and “our”) held on June 15, 2023 (the “Annual Meeting”), our stockholders approved an amendment to our Certificate of Incorporation, as described in Proposal 3 of our definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”), and which had previously been approved by our Board of Directors subject to stockholder approval. On June 20, 2023, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation, the form of which was included as Appendix A to the definitive Proxy Statement.”
BSFC Blue Star Foods Corp.

Blue Star Foods Corp.: Certificate of Amendment filed to effect a 1-for-20 reverse stock split (effective 2023-06-21).

“On June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as previously amended (“Certificate of Incorporation”), with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of 1-for-20 (the “Reverse Stock Split”), effective as of June 21, 2023.”
CTOS Custom Truck One Source, Inc.

Custom Truck One Source, Inc.: Stockholders approved amendment and restatement of the Restated Certificate of Incorporation to reflect director voting rights consistent with the Stockholders' Agreement and provide flexibility for the Board to change its size or composition (effective 2023-06-15).

“On June 15, 2023, at the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Restated Certificate of Incorporation of the Company to reflect director voting rights consistent with the Company’s Amended and Restated Stockholders’ Agreement, which also provides greater flexibility for the Board to change its size or composition without impacting the voting control of Platinum Equity Advisors, LLC’s (“Platinum”) director designees in certain circumstances (as amended and restated, the “Third Amended and Restated Certificate of Incorporation”). The Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on June 15, 2023”
ASIX AdvanSix Inc.

AdvanSix Inc.: Amended and restated bylaws to update Delaware law provisions, universal proxy rules, director nomination procedures, meeting chair adjournment power, and ministerial changes (effective 2023-06-16).

“On June 16, 2023, the Board of Directors (the “Board”) of AdvanSix Inc. (the "Company") amended and restated the Company’s Amended and Restated By-laws (as so amended and restated, the "By-laws") to (i) update certain provisions to reflect recent amendments to Delaware law regarding meeting adjournment procedures; (ii) address matters relating to Rule 14a-19 (“universal proxy rules”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), including the requirement to certify compliance with the universal proxy rules and address the color of proxy cards reserved for use by the Board; (iii) revise the procedures and disclosure requirements set forth in the Company's advance notice provisions with respect to director nominations and business proposals (other than proposals submitted pursuant to Exchange Act Rule 14a-8); (iv) clarify the power of the chair of a stockholder meeting to adjourn a meeting of stockholders; and (v) make certain ministerial changes, clarifications”
CAVA CAVA GROUP, INC.

CAVA GROUP, INC.: Amended and Restated Bylaws became effective (effective 2023-06-20).

“On June 20, 2023, the Certificate of Incorporation, in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.7 to the Registration Statement, became effective.”
CAVA CAVA GROUP, INC.

CAVA GROUP, INC.: Certificate of Incorporation became effective, setting authorized capital stock at 2.5 billion shares of common stock and 250 million shares of preferred stock (effective 2023-06-20).

“On June 20, 2023, the Certificate of Incorporation, in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.7 to the Registration Statement, became effective.”
SILA Sila Realty Trust, Inc.

Sila Realty Trust, Inc.: Adopted Second Amended and Restated Bylaws with updates for MGCL, remote meeting provisions, stockholder special meeting requirements, advance notice, director voting standards, and exclusive forum provision (effective 2023-06-15).

“On June 15, 2023, the Board of Directors (the “Board”) of Sila Realty Trust, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws, effective immediately (the “Second Amended and Restated Bylaws”).”
ARDX ARDELYX, INC.

ARDELYX, INC.: Increased authorized shares of common stock from 300,000,000 to 500,000,000 (effective 2023-06-16).

“On June 16, 2023, Ardelyx, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) of its Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 300,000,000 to 500,000,000 shares.”
WTI W&T OFFSHORE INC

W&T OFFSHORE INC: Amended Articles of Incorporation to increase authorized common shares from 200M to 400M, lower supermajority vote to simple majority for fundamental actions, allow shareholders to amend bylaws, reduce special meeting ownership threshold from 30% to 25%, and allow written consent; also made other mi (effective 2023-06-16).

“On June 16, 2023, at the Annual Meeting, the Company’s shareholders approved amendments to the Company’s Amended and Restated Articles of Incorporation to (i) increase the authorized shares of Common Stock from 200,000,000 shares to 400,000,000 shares; (ii) lower the requisite vote to approve fundamental actions that would otherwise require a two-thirds vote under Texas or other law to a simple majority; (iii) provide shareholders the ability to amend the Company’s Bylaws; (iv) reduce the ownership threshold required for shareholders to call a special shareholder meeting from 30% to 25%; (v) provide shareholders the ability to act via written consent and (vi) make certain other minor, immaterial changes that do not substantively affect shareholder rights.”
CDNA CareDx, Inc.

CareDx, Inc.: Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (effective 2023-06-16).

“At the Annual Meeting, the stockholders of the Company approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the gradual declassification of the board of directors (the “Board of Directors”) of the Company (the “Declassification Amendment”) and (ii) an amendment to the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (the “Officer Exculpation Amendment”).”
CDNA CareDx, Inc.

CareDx, Inc.: Amendment to Certificate of Incorporation to provide for gradual declassification of the Board of Directors (effective 2023-06-16).

“On June 15, 2023, CareDx, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the gradual declassification of the board of directors (the “Board of Directors”) of the Company (the “Declassification Amendment”)”
GYRE GYRE THERAPEUTICS, INC.

GYRE THERAPEUTICS, INC.: Filed a Certificate of Designation for Series Y Preferred Stock, setting forth rights, preferences, and limitations in connection with a Reverse Stock Split amendment to the Certificate of Incorporation (effective 2023-06-20).

“The Company has filed a certificate of designation with respect to the Series Y Preferred Stock (the “Certificate of Designation”) that sets forth the rights, preferences and limitations of the Series Y Preferred Stock”
ImmunoGen, Inc.

ImmunoGen, Inc.: Amended and restated bylaws to enhance procedural mechanics for shareholder nominations and submissions, reflect universal proxy rules, and make other changes (effective 2023-06-14).

“On June 14, 2023, the Board of Directors (the “Board”) of ImmunoGen, Inc. (the “Company”) approved an amendment and restatement of the Company’s by-laws (following such amendment and restatement, the “Amended and Restated By-Laws”).”
NAVIDEA BIOPHARMACEUTICALS, INC.

NAVIDEA BIOPHARMACEUTICALS, INC.: Designation of Series K Preferred Stock via a Certificate of Designation; declaration of a dividend of Series K Preferred Stock for common stockholders; this is a stock rights plan/dividend, not an amendment to charter or bylaws (effective 2023-06-16).

“declared a dividend of one one-thousandth of a share of Series K Preferred Stock, par value $0.001 per share”
STI Solidion Technology Inc.

Solidion Technology Inc.: Extended the deadline to consummate a business combination from June 15, 2023 to December 15, 2023 (effective 2023-06-15).

“The Charter Amendment changed the date by which Nubia must consummate an initial business combination from June 15, 2023 to December 15, 2023.”
Informatica Inc.

Informatica Inc.: Changed registered agent to Corporation Service Company and registered office to 251 Little Falls Drive, Wilmington, Delaware (effective 2023-06-14).

“On June 13, 2023, the Board of Directors (the “Board”) the Company approved the filing of a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of Delaware to change the Company’s registered agent to the Corporation Service Company, and its registered office to 251 Little Falls Drive, County of New Castle, Wilmington, Delaware 19808.”
Ault Disruptive Technologies Corp

Ault Disruptive Technologies Corp: Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to extend the business combination deadline from June 20, 2023 to September 20, 2023 and allow monthly extensions up to February 20, 2024, and to delete certain net tangible asset redemption limitations (effective 2023-06-15).

“At the Special Meeting, the Company’s stockholders approved two proposals amending the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to (i) extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) from June 20, 2023 to September 20, 2023 (the “Termination Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after September 20, 2023, upon the request by Ault Disruptive Technologies Company, LLC (the “Sponsor”), and approval by the Company’s board of directors until February 20, 2024 or a total of up to eight months, unless the closing of a Business Combination shall have occurred prior thereto”
NUVL Nuvalent, Inc.

Nuvalent, Inc.: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation to add officer exculpation provisions permitted under new Delaware law (effective 2023-06-15).

“At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation”
WINV WinVest Acquisition Corp.

WinVest Acquisition Corp.: Extended termination date from June 17, 2023 to December 17, 2023 with monthly extensions and eliminated net tangible assets limitation (effective 2023-06-16).

“amendment (the “Extension Amendment”) to extend the Termination Date from June 17, 2023 (the “Current Termination Date”) to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an “Extension”) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after the Current Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”), and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any Business”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Reduced quorum requirement for stockholder meetings from a majority to one-third of voting power, effective June 12, 2023, via amendment to Article III, Sections 8 and 9 of the Amended and Restated Bylaws (effective 2023-06-12).

“On and effective as of June 12, 2023, the Board approved the amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Bylaws"). Specifically, the Board amended Article III, Sections 8 and 9 to reduce the quorum required for meetings of stockholders from a majority to one-third (1/3) of the voting power of the outstanding shares of stock entitled to vote.”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Filed Certificate of Designation for Series A Preferred Stock on June 16, 2023, establishing preferences, rights, and limitations including voting rights on reverse stock split proposals, liquidation preference, transfer restrictions, and redemption terms (effective 2023-06-16).

“On June 16, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the "Series A Certificate of Designation") with the Secretary of State of the State of Delaware.”
CELU Celularity Inc

Celularity Inc: Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (effective 2023-06-14).

“At the 2023 annual meeting of stockholders of Celularity Inc., or Celularity, held on June 14, 2023, or the Annual Meeting, the stockholders of Celularity approved an amendment to Celularity’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Celularity as permitted by recent amendments to Delaware law.”
ZNTL Zentalis Pharmaceuticals, Inc.

Zentalis Pharmaceuticals, Inc.: Amended certificate of incorporation to update exculpation provision for certain officers as permitted by Delaware law (effective 2023-06-16).

“On June 16, 2023, Zentalis Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Annual Meeting.”
SEER Seer, Inc.

Seer, Inc.: Board approved an amendment and restatement of the bylaws to align with the charter amendment and include other changes (effective 2023-06-15).

“On June 15, 2023, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “A&R Bylaws”) to align the Company’s bylaws with the Amendment, among other changes.”
SEER Seer, Inc.

Seer, Inc.: Filed amendment to the certificate of incorporation to phase out the classified board structure (effective 2023-06-14).

“On June 14, 2023, following the approval of the stockholders of Seer, Inc. (the “Company”) of Proposal One at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”, as discussed below), the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to phase out the classified structure of the Company’s Board of Directors (the “Board”).”
ABSI Absci Corp

Absci Corp: Amendment to Amended and Restated Certificate of Incorporation to limit liability of certain officers (effective 2023-06-14).

“At the 2023 Annual Meeting of Stockholders of the Company held on June 14, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.”
KZR Kezar Life Sciences, Inc.

Kezar Life Sciences, Inc.: Increased authorized shares from 135,000,000 to 260,000,000, consisting of 250,000,000 common and 10,000,000 preferred shares (effective 2023-06-14).

“On June 14, 2023, following receipt of the affirmative vote from the holders of a majority of the outstanding shares of common stock of Kezar Life Sciences, Inc. (the “Company”) at its 2023 annual meeting of stockholders (the “Annual Meeting”), the Company filed a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Certificate Amendment”) with the Secretary of State of the State of Delaware to increase the authorized number of total shares of all classes of stock that the Company has authority to issue from 135,000,000 shares to 260,000,000 shares, consisting of two classes: (1) 250,000,000 shares of common stock, $0.0001 par value per share, and (2) 10,000,000 shares of preferred stock, $0.001 par value per share. The Certificate Amendment became effective immediately upon filing.”
NTLA Intellia Therapeutics, Inc.

Intellia Therapeutics, Inc.: Increased authorized shares of common stock from 120,000,000 to 240,000,000 (effective 2023-06-14).

“On June 14, 2023, Intellia Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 120,000,000 to 240,000,000.”
Sage Therapeutics, Inc.

Sage Therapeutics, Inc.: Amended and restated bylaws to eliminate requirement for stockholder list at meetings, address technical failures in remote meetings, add emergency bylaws, and revise director nomination procedures under universal proxy rules (effective 2023-06-15).

“On June 15, 2023, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
HV Bancorp, Inc.

HV Bancorp, Inc.: Company's articles of incorporation and bylaws ceased to be in effect due to merger; surviving entity's governing documents remain in effect.

“As of the Effective Time, the articles of incorporation of the Company and the bylaws of the Company ceased to be in effect by operation of law.”
CZR Caesars Entertainment, Inc.

Caesars Entertainment, Inc.: Amended and restated certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-06-16).

“On June 16, 2023, Caesars Entertainment, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware.”
ANVS Annovis Bio, Inc.

Annovis Bio, Inc.: Amended certificate of incorporation to increase authorized common shares from 35,000,000 to 70,000,000 (effective 2023-06-15).

“At the Annual Meeting, among other things, the stockholders of the Company approved an amendment to the Annovis Bio, Inc. Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 35,000,000 to 70,000,000 shares (the “Charter Amendment’).”
KW Kennedy-Wilson Holdings, Inc.

Kennedy-Wilson Holdings, Inc.: Filed Certificate of Designations establishing terms of 6.00% Series C Cumulative Perpetual Preferred Stock, including ranking, dividend, redemption, voting, and extinguishment rights (effective 2023-06-15).

“The powers, designations, preferences and other rights of the shares of 6.00% Series C Cumulative Perpetual Preferred Stock (the "Series C Preferred Stock") are set forth in the Certificate of Designations establishing the Series C Preferred Stock (the “Certificate of Designations”) filed by the Company with the Secretary of State of the State of Delaware on June 15, 2023.”
CDXS CODEXIS, INC.

CODEXIS, INC.: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2023-06-14).

“The increase in the authorized number of shares of the Common Stock was effected pursuant to a Certificate of Amendment of the Ninth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 14, 2023 and was effective as of such date.”
NI NISOURCE INC.

NISOURCE INC.: Certificate of Elimination filed for Series A Preferred Stock after full redemption (effective 2023-06-16).

“On June 16, 2023, NiSource Inc. (the “Company”) filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to eliminate from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.65% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock”
DKS DICK'S SPORTING GOODS, INC.

DICK'S SPORTING GOODS, INC.: Approved and filed an amendment to the Charter to permit exculpation of corporate officers, as permitted by Delaware law (effective 2023-06-14).

“On June 14, 2023, the Company filed a Charter Amendment with the Delaware Secretary of State, which became effective upon filing.”
SNDA SONIDA SENIOR LIVING, INC.

SONIDA SENIOR LIVING, INC.: Amendment to certificate of incorporation to exculpate certain officers from liability for breach of duty of care (effective 2023-06-16).

“On June 16, 2023, following receipt of stockholder approval at the Company’s Annual Meeting, the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to allow the Company to exculpate certain officers from liability for breach of the duty of care in certain actions.”
PTEN PATTERSON UTI ENERGY INC

PATTERSON UTI ENERGY INC: Added a forum selection provision requiring that internal corporate claims be brought in Delaware courts and Securities Act claims be brought in federal district court (effective 2023-06-14).

“On June 14, 2023, the Board amended Patterson-UTI’s bylaws to add a new forum selection provision.”
OLD DOMINION ELECTRIC COOPERATIVE

OLD DOMINION ELECTRIC COOPERATIVE: Merged previous separate board/senior management and employee codes of ethics into one policy, with additions addressing conflicts of interest, lobbying, antitrust, and equal opportunity (effective 2023-06-13).

“On June 13, 2023, the Code of Ethics of Old Dominion Electric Cooperative ("ODEC") was amended, with an effective date to be determined later in 2023 after training on the Code of Ethics for ODEC's staff and board members has occurred. Previously, there were two separate policies - a Code of Ethics for members of the board of directors and senior management and a Code of Ethics for ODEC employees. These two policies have been merged into one policy. Other material changes to the Code of Ethics include: • additional language to address potential conflicts of interest and the handling of business opportunities presented to ODEC; • addition of a Lobbying Activities and Political Contributions section; • addition of an Antitrust and Competition Laws section; and • addition of an Equal Opportunity and Harassment section.”
CPWR Ocean Thermal Energy Corp

Ocean Thermal Energy Corp: Authorized an additional 400 Series D Convertible Preferred Shares by amending the Certificate of Designation (effective 2023-06-12).

“On June 6, 2023, the board of directors agreed to amend the Certificate of Designation to authorize an additional 400 Series D Convertible Preferred Shares. On June 9, 2023, the Series D Convertible Preferred Stockholders approved that increase by majority written consent and the amendment was filed with the Nevada Secretary of State on June 12, 2023.”
SNUS-PI Santander Holdings USA, Inc.

Santander Holdings USA, Inc.: Amended Articles of Incorporation to add rights, preferences, etc. of Series F Preferred Stock (effective 2023-06-15).

“On June 13, 2023, in connection with the Purchase Agreement, the Company filed Articles of Amendment (the “Amendment”) with the Secretary of State of the Commonwealth of Virginia amending the Company’s existing Articles of Incorporation by adding to Article III the rights, preferences, privileges, qualifications, restrictions and limitations of the Company’s newly created Series F Preferred Stock, consisting of 1,000,000 authorized shares. The Amendment was accepted on June 13, 2023, and became effective on June 15, 2023.”
ABM ABM INDUSTRIES INC /DE/

ABM INDUSTRIES INC /DE/: Board approved Amended and Restated Bylaws effective June 13, 2023, including changes to remove classified board provisions, conform to DGCL updates, address Universal Proxy Rule, enhance advance notice requirements, adopt exclusive forum provision, and other administrative updates (effective 2023-06-13).

“On June 13, 2023, the Board of Directors (the “Board”) of ABM Industries Incorporated (the “Company”) approved the ABM Industries Incorporated Amended and Restated Bylaws, effective as of such date (the “Amended and Restated Bylaws”).”

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.