Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Zoetis Inc.: Adopted procedural provisions for calling special shareholder meetings (effective 2023-05-18).
“in connection with the shareholder approval of the Special Meeting Amendment and effective upon the filing of the Restated Certificate on May 18, 2023, the Board made certain amendments to the Company’s Amended and Restated By-laws”
Zoetis Inc.: Created a right for shareholders to call a special meeting (effective 2023-05-18).
“to approve an amendment to the Company’s Restated Certificate of Incorporation”
Paragon 28, Inc.: Amended bylaws to declassify board commencing with 2028 annual meeting and eliminate supermajority voting requirements after 2028 (effective 2023-05-17).
“On May 17, 2023, the Company’s Second Amended and Restated Bylaws (the “A&R Bylaws”), as approved by the Board, became effective to (i) declassify the Company’s Board commencing with the 2028 annual meeting of stockholders and (ii) eliminate supermajority voting requirements form and after the 2028 annual meeting of stockholders.”
Paragon 28, Inc.: Approved amendment to declassify board commencing with 2028 annual meeting and eliminate supermajority voting requirements after 2028 (effective 2023-05-17).
“On May 17, 2023, at the annual meeting of stockholders of the Company (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “COI Amendment”) to (i) declassify the Company’s board of directors (the “Board”) commencing with the 2028 annual meeting of stockholders, and (ii) eliminate supermajority voting requirements from and after the 2028 annual meeting of stockholders.”
BJ's Wholesale Club Holdings, Inc.: Third Amended and Restated Bylaws adopted to address universal proxy rules and make other updates (effective 2023-04-01).
“On March 7, 2023, the Board of Directors of the Company (the “Board”), amended and restated the Company’s Second Amended and Restated Bylaws, as amended, which became effective April 1, 2023 (as so amended and restated, the “Third Amended and Restated Bylaws”), to, among other things: • address the universal proxy rules (the “Universal Proxy Rules”) adopted by the U.S. Securities and Exchange Commission, by requiring a stockholder’s nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors;”
Fortune Brands Innovations, Inc.: Approved amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation (effective 2023-05-16).
“At the Fortune Brands Innovations, Inc. (the “Company”) 2023 Annual Meeting of Stockholders held on May 16, 2023, the Company’s stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as described in Proposal 4 of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 202 (the "Proxy Statement"), and which had previously been approved by the Company’s Board of Directors subject to stockholder approval.”
Xtant Medical Holdings, Inc.: Adopted Third Amended and Restated Bylaws incorporating amendments including universal proxy rules and DGCL updates (effective 2023-06-01).
“On May 16, 2023, the Board of Directors (the “Board”) of Xtant Medical Holdings, Inc. (the “Company”) approved and adopted Third Amended and Restated Bylaws (the “Amended and Restated Bylaws”) incorporating certain amendments, including amendments in response to the new universal proxy rules promulgated by the Securities and Exchange Commission (the “SEC”) and recent amendments to the Delaware General Corporation Law (the “DGCL”). The Amended and Restated Bylaws will become effective June 1, 2023.”
aTYR PHARMA INC: Board approved and adopted amendments to the Code of Business Conduct and Ethics to augment compliance protections and clarity (effective 2023-05-17).
“On May 17, 2023, the Board adopted and approved certain amendments to the Company’s Code of Business Conduct and Ethics, as reflected in an amended version of the Code of Business Conduct and Ethics (the “Code”).”
aTYR PHARMA INC: Increased authorized shares of common stock from 85,000,000 to 170,000,000 via Certificate of Amendment to Restated Certificate of Incorporation (effective 2023-05-18).
“On May 18, 2023, following stockholder approval of the Authorized Share Proposal at the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Charter Amendment”) to increase the authorized number of shares of common stock from 85,000,000 to 170,000,000.”
Huron Consulting Group Inc.: Amended and restated Bylaws to reflect changes related to the declassification of the board (effective 2023-05-15).
“the Board of Directors amended and restated the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective as of May 15, 2023, to reflect corresponding changes to the Bylaws related to the amendment to the Certificate of Incorporation discussed above.”
Huron Consulting Group Inc.: Amendment to declassify the board structure over a three-year period (effective 2023-05-15).
“On May 15, 2023 at the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to declassify the board structure over a three year period, as further described in the Company's 2023 Proxy Statement.”
NORTHROP GRUMMAN CORP /DE/: Amended bylaws to reflect reduced ownership threshold for special meetings and to update provisions for universal proxy rules, DGCL changes, and emerging practices.
“the Board of Directors considered and approved a corresponding amendment to the Company's Amended and Restated Bylaws to reflect this change in ownership threshold to call a special meeting, and also approved other limited amendments”
NORTHROP GRUMMAN CORP /DE/: Reduced ownership threshold to call a special meeting from 25% to 15%, effective upon filing with Delaware Secretary of State.
“the Board of Directors of Northrop Grumman Corporation (the "Company") approved amendments to the Company's Amended and Restated Certificate of Incorporation reducing the ownership threshold required to call a special meeting from 25% to 15%”
InnovaQor, Inc.: Filed Certificate of Designation to authorize up to 500 shares of Series D Preferred Stock (effective 2023-05-12).
“On May 12, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada to authorize the issuance of up to 500 shares of Series D Preferred Stock.”
ANNALY CAPITAL MANAGEMENT INC: Approved an amendment to decrease the number of authorized shares of capital stock from 3,000,000,000 to 1,531,750,000 (effective 2023-05-18).
“On May 18, 2023, the Company filed Articles of Amendment effecting the Amendment with the State Department of Assessments and Taxation of Maryland (the “SDAT”), which were accepted for record by the SDAT and are effective.”
SEELOS THERAPEUTICS, INC.: Amended Articles of Incorporation to increase authorized shares of Common Stock from 240,000,000 to 480,000,000 (effective 2023-05-18).
“On May 18, 2023, the Company filed a Certificate of Amendment to the Articles (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock from 240,000,000 to 480,000,000.”
CARRIAGE SERVICES INC: Amended and restated bylaws to enhance procedural mechanics for stockholder nominations, clarify meeting powers, and make other changes (effective 2023-05-16).
“On May 16, 2023, the Board of Directors (the “Board”) of Carriage Services, Inc. (the “Company”) approved and adopted amended and restated by-laws, effective as of May 16, 2023 (the “Amended and Restated By-Laws”).”
FIRST COMMUNITY CORP /SC/: Increased mandatory retirement age for directors from 72 to 74 and removed a qualifying provision that was no longer applicable (effective 2023-05-16).
“On May 16, 2023, the Board of Directors (the “Board”) of First Community Corporation (the “Corporation”) approved the Amended and Restated Bylaws attached hereto as Exhibit 3.1. The Amended and Restated Bylaws became effective upon the Board’s approval, and included an amendment to Article 3, Section 6 in order to increase the mandatory retirement age for directors of the Corporation from seventy-two (72) to seventy-four (74) and to delete a qualifying provision that was no longer applicable to any directors of the Corporation.”
ALLSTATE CORP: Filed Certificate of Designations to establish Series J Preferred Stock, effective May 16, 2023 (effective 2023-05-16).
“On May 16, 2023, the Registrant filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series J Preferred Stock.”
VIRTUS INVESTMENT PARTNERS, INC.: Amended and restated bylaws to provide for phased-in declassification of the board and other administrative updates (effective 2023-05-17).
“which became effective on May 17, 2023. The A&R Bylaws similarly provide for the phased-in declassification of the Board beginning in 2024”
VIRTUS INVESTMENT PARTNERS, INC.: Amended and restated certificate of incorporation to provide for phased-in declassification of the board of directors beginning in 2024 (effective 2023-05-17).
“was filed with the Secretary of State of the State of Delaware on May 17, 2023 and went effective on that date.”
Meritage Homes CORP: On May 18, 2023, the Board adopted an amendment and restatement of the Amended and Restated Bylaws to update procedural and disclosure requirements for director nominations, implement a proxy card color requirement, and clarify compliance with Securities Exchange Act requirements (effective 2023-05-18).
“On May 18, 2023, as part of its periodic review of corporate governance matters and in connection with the new U.S. Securities and Exchange Commission rules regarding universal proxy cards, the Board of Directors of the Company 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 such date, in order to, among other things: • update the procedural and disclosure requirements for the nomination of directors, including, among other things, requiring that any stockholder seeking to nominate director(s) at a stockholders’ meeting deliver to the Company certain representations, documents and confirmations regarding compliance with the requirements of Rule 14a-19 under the Securities Exchange Act; • implement a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being”
ALBANY INTERNATIONAL CORP /DE/: Amended and restated certificate of incorporation to eliminate Class B Common Stock (effective 2023-05-12).
“security holders voted to approve the adoption of the Company’s Amended and Restated Certificate of Incorporation to eliminate the Class B Common Stock”
Roth CH Acquisition V Co.: Extended deadline to consummate a business combination from June 3, 2023 to December 4, 2023 via up to six one-month extensions (effective 2023-05-17).
“Roth CH Acquisition V Co., a Delaware corporation (the "Company"), filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 17, 2023 (the "Charter Amendment"), to give the Company the right to extend the date by which the Company has to consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, from June 3, 2023 to December 4, 2023.”
Bird Global, Inc.: Filed Certificate of Amendment to effect a 1-for-25 reverse stock split and reduce authorized shares proportionally (effective 2023-05-18).
“On May 18, 2023, the Board approved the reverse stock split at a ratio of one-for-twenty-five and the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the reverse stock split.”
Crescera Capital Acquisition Corp.: Shareholders approved amendments to the Company's Amended and Restated Memorandum and Articles of Association to extend the deadline for an initial business combination from May 23, 2023 to November 23, 2023, with potential further extensions to May 23, 2024, and to eliminate the limitation on redee (effective 2023-05-16).
“At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to: (i) extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination from May 23, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of shares of Class A shares) (the “IPO”) (the “Original Termination Date”) to November 23, 2023 (the date which is 24 months from the closing date of the Company’s IPO) (the “Articles Extension Date”), or such earlier date as determined by the Company’s board of directors (“Board”), and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination for an additional 6 months after the Articles Extension Date on the same terms as the Original Extension Right (as defined in the Proxy Statement)”
Kingswood Acquisition Corp.: Third amendment to second amended and restated certificate of incorporation to extend business combination deadline from May 24, 2023 to August 24, 2023 (effective 2023-05-18).
“filed a third amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”).”
JBT MAREL Corp: Amended the By-Laws to reflect corresponding changes related to the Certificate Amendments, effective May 15, 2023 (effective 2023-05-15).
“Additionally, the Board amended the Company's Third Amended and Restated By-Laws, as previously amended (the " By-Laws "), which amendments became effective as of May 15, 2023, to reflect corresponding changes to the By-Laws related to the Certificate Amendments (the " By-Law Amendments ").”
JBT MAREL Corp: Amended and restated Certificate of Incorporation to declassify the Board of Directors by the 2026 annual meeting and amend/eliminate certain provisions (effective 2023-05-15).
“On May 15, 2023, John Bean Technologies Corporation (the " Company ") amended and restated its Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to (i) declassify the Board of Directors (the " Board ") of the Company such that the Board will be fully declassified by the 2026 annual meeting of stockholders, and (ii) amend and eliminate certain provisions within the Certificate of Incorporation that are no longer of any force and effect (the " Certificate Amendments ").”
DiaMedica Therapeutics Inc.: Shareholders approved amendments to Articles to enhance director nomination procedures and give board authority to fix number of directors (effective 2023-05-17).
“At an Annual General and Special Meeting of Shareholders held on May 17, 2023, the shareholders of DiaMedica Therapeutics Inc. (the “Company”) approved two amendments to the Company’s Articles (collectively, the “Articles Amendments”), one of which enhanced the procedural mechanics and disclosure requirements relating to director nominations made by the Company’s shareholders in order to make reference to the universal proxy rules of the U.S. Securities and Exchange Commission (the “SEC”), ensure an orderly nomination and election process, and ensure that a dissident’s interests are fully disclosed to the Company and its shareholders, and the other which provided that only the Board of Directors (the “Board”) may fix the number of directors of the Company.”
Syndax Pharmaceuticals Inc: Increased authorized shares from 110,000,000 to 210,000,000, consisting of 200,000,000 common shares and 10,000,000 preferred shares (effective 2023-05-17).
“On May 17, 2023, following receipt of the affirmative vote from the holders of a majority of the outstanding shares of common stock of Syndax Pharmaceuticals, Inc. (the “ Company ”) at the Annual Meeting (as defined below), 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 110,000,000 shares to 210,000,000 shares, consisting of two classes: (1) 200,000,000 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.”
Western Union CO: Amendment to the charter to limit liability for certain officers in accordance with new Delaware law provisions (effective 2023-05-15).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 below, on May 12, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), of The Western Union Company (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the stockholders of Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the “Charter”) to reflect new Delaware law provisions regarding officer exculpation. The newly amended Charter was filed with the office of the Secretary of State of Delaware on May 15, 2023, and became effective upon filing.”
ALIMERA SCIENCES INC: Filed Certificate of Amendment authorizing additional Series B Preferred Stock shares and changes to that series (effective 2023-05-16).
“In connection with the Tranche 2 Closing, on May 16, 2023, Alimera filed the Certificate of Amendment with the Secretary of State of the State of Delaware authorizing the additional shares of Series B Preferred Stock and the changes to such series described in Item 1.01.”
PIPER SANDLER COMPANIES: Shareholders approved an amendment to the Amended and Restated Certificate of Incorporation to add officer exculpation provisions permitted under new Delaware law (effective 2023-05-18).
“On May 17, 2023, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation”
PLUMAS BANCORP: Eliminated cumulative voting rights for shareholders in director elections (effective 2023-05-17).
“On May 17, 2023, at the Annual Meeting of Shareholders of Plumas Bancorp (the “Company”), the Company’s shareholders adopted an amendment to Section 2.8 of the Company’s Bylaws eliminating the right of shareholders to cumulate votes in the election of directors.”
CONOCOPHILLIPS: Amended and restated bylaws to modify stockholder list provisions, proxy card color, procedural mechanics for director nominations and stockholder business, special meeting actions, and other technical revisions (effective 2023-05-16).
“Effective May 16, 2023, the Company’s Board of Directors amended and restated the Company’s bylaws in the form attached as Exhibit 3.1 hereto (as so amended and restated, the “Amended and Restated Bylaws”).”
InnovaQor, Inc.: Filed Certificate of Designation to authorize issuance of up to 500 shares of Series D Preferred Stock (effective 2023-05-12).
“On May 12, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada to authorize the issuance of up to 500 shares of Series D Preferred Stock.”
Innovex International, Inc.: Amended and restated bylaws to enhance procedural mechanics and disclosure requirements for stockholder proposals and director nominations, clarify substitute nominee procedures, and require use of a proxy card color other than white for stockholder solicitations (effective 2023-05-16).
“On May 16, 2023, the Board of Directors (the “ Board ”) of Dril-Quip, Inc. (the “ Company ”) approved and adopted the Company’s Amended and Restated Bylaws (as amended and restated, the “ Bylaws ”), which became effective the same day.”
RB GLOBAL INC.: Company changed its corporate name from Ritchie Bros. Auctioneers Incorporated to RB Global, Inc (effective 2023-05-23).
“the Company filed an amendment to its Articles of Amalgamation (the “Articles of Amendment”) to change the Company’s name from “Ritchie Bros. Auctioneers Incorporated” to “RB Global, Inc.” effective May 23, 2023 at 12:01 a.m. Pacific Daylight Time”
GROUP 1 AUTOMOTIVE INC: Stockholders approved an amendment and restatement of the Amended and Restated Certificate of Incorporation to eliminate officer liability for monetary damages for breach of fiduciary duty and to allow removal of directors with or without cause by majority vote (effective 2023-05-18).
“The Second Amended and Restated Certificate of Incorporation was filed with the office of the Secretary of State of Delaware on May 18, 2023 and became effective upon filing.”
NOV Inc.: Amended and restated certificate of incorporation to add officer exculpation provision (effective 2023-05-17).
“the stockholders of the Company approved an amendment and restatement of the Company’s Sixth Amended and Restated Certificate of Incorporation to provide for exculpation of liability for officers of the Company for certain breaches of fiduciary duties”
Chubb Ltd: Shareholders approved amendments to Articles of Association to align with updated Swiss corporate law (effective 2023-05-17).
“the Company’s shareholders approved (i) amendments to various sections of the Company’s Articles of Association in connection with recent updates to Swiss corporate law relating to shareholder and Board authorities, procedures for convening general meetings and related shareholder rights, executive compensation requirements and limitations, and certain other matters”
GENERAL ELECTRIC CO: Amendment to Certificate of Incorporation to reflect relocation of headquarters and update address for service of process (effective 2023-05-15).
“On May 15, 2023, General Electric Company ("GE" or the "Company") filed with the Secretary of State of New York a Certificate of Change (the "Certificate of Change") to its restated Certificate of Incorporation (the "Certificate of Incorporation").”
Prime Number Acquisition I Corp.: Charter amended to extend the deadline to consummate an initial business combination until May 17, 2023, with up to six one-month extensions to November 17, 2023, contingent on deposits to the trust account (effective 2023-05-17).
“At the Special Meeting, the stockholders of the Company approved the proposal to amend the Charter to allow the Company until May 17, 2023 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months to November 17, 2023, by depositing to the Trust Account the lesser of (i) $125,000 for all public shares and (ii) $0.045 for each public share for each one-month extension.”
Chain Bridge I: Amended the amended and restated memorandum and articles of association to extend the termination date from May 15, 2023 to November 15, 2023, with option to further extend up to February 15, 2024 (effective 2023-05-12).
“The Extension Proposal – to approve the following special resolution to amend the Company’s amended and restated memorandum and articles of association (together, the “ Existing Charter ”) to extend from May 15, 2023 (the “ Original Termination Date ”) to November 15, 2023 (the “ Extended Date ”), and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024 (the “ Additional Extended Date ”), the date (the “ Termination Date ”) by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “ Business Combination ”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably poss”
Mobile Infrastructure Corp: Amended Articles to eliminate the limitation that the Company shall not redeem Public Shares if redemption would cause net tangible assets to be less than $5,000,001 (effective 2023-05-17).
“an amendment to its Articles, to eliminate from the Articles the limitation that the Company shall not redeem the Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”)”
Mobile Infrastructure Corp: Amended Articles to extend business combination deadline from May 27, 2023 to September 15, 2023 (effective 2023-05-17).
“an amendment to its Amended and Restated Memorandum and Articles of Association (the “Articles”) to change the date by which the Company must consummate a business combination or, if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up and, subject to and in accordance with the Articles, redeem all of the Company’s Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), sold in the Company’s initial public offering (such shares, the “Public Shares”), from May 27, 2023 to September 15, 2023 (the “Extension Amendment”)”
Social Leverage Acquisition Corp I: Amended Charter to extend business combination deadline from May 17, 2023 to February 17, 2024 (effective 2023-05-12).
“The Charter Amendment became effective on May 12, 2023 upon filing with the Secretary of State of the State of Delaware.”
DigitalBridge Group, Inc.: Decreased authorized shares of Class A common stock from 949,000,000 to 237,250,000, Class B common stock from 1,000,000 to 250,000, and Performance common stock from 50,000,000 to 12,500,000 (effective 2023-05-12).
“On May 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As discussed in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (the “Authorized Share Amendment” and together with the Par Value Amendment, the “Charter Amendments”) to the Charter to decrease (i) the number of authorized shares of Class A common stock from 949,000,000 to 237,250,000, (ii) the number of authorized shares of Class B common stock from 1,000,000 to 250,000 and (iii) the number of authorized shares of Performance common stock from 50,000,000 to 12,500,000. The Authorized Share Amendment became effective upon the filing of the Authorized Share Amendment with the Maryland State Department of Assessments and Taxation on May 12, 2023.”
DigitalBridge Group, Inc.: Reduced par value of common stock from $0.04 per share to $0.01 per share (effective 2023-05-11).
“On May 11, 2023, DigitalBridge Group, Inc. (the “Company”) filed Articles of Amendment (the “Par Value Amendment”) to its Articles of Amendment and Restatement, as amended and supplemented (the “Charter”), with the Maryland State Department of Assessments and Taxation to reduce the par value of its common stock from $0.04 per share to $0.01 per share. The Par Value Amendment became effective upon the filing of the Par Value Amendment with the Maryland State Department of Assessments and Taxation on May 11, 2023.”
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.