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
ONEW OneWater Marine Inc.

OneWater Marine Inc.: Amendment to Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (effective 2023-02-24).

“At the Annual Meeting, upon the recommendation of the Board, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (the “Certificate Amendment”). The Certificate Amendment became effective upon the filing of the Third Amended and Restated Certificate of Incorporation of the Company (the “Third A&R Certificate”) with the Secretary of State of Delaware on February 24 , 2023.”
VINEBROOK HOMES TRUST, INC.

VINEBROOK HOMES TRUST, INC.: The Board approved and adopted an amendment and restatement of the Company's Bylaws, enhancing disclosure and procedural requirements for stockholder nominations, clarifying proxy voting, remote meeting procedures, and exclusive forum provisions (effective 2023-02-22).

“On February 22, 2023, the Board of Directors of VineBrook Homes Trust, Inc. approved and adopted an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”).”
BurgerFi International, Inc.

BurgerFi International, Inc.: Filed an amended and restated certificate of designation for Series A Preferred Stock, modifying director designation rights, voting rights, and redemption provisions (effective 2023-02-27).

“On February 27, 2023, the Company filed an amended and restated certificate of designation, dated as of February 24, 2023 (the “A&R CoD”), with the Delaware Secretary of State regarding the Company’s shares of preferred stock, par value $0.0001 per share, designated as Series A Preferred Stock, to amend certain powers, designations, preferences and other rights set forth therein, as more fully described below, to be effective February 27, 2023.”
Arma Services Inc

Arma Services Inc: The company ceased to be a shell company as a result of the Share Exchange.

“Prior to the Share Exchange, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company.”
Unrivaled Brands, Inc.

Unrivaled Brands, Inc.: Filed Certificate of Designation for Series N Preferred Stock, establishing rights, preferences, and restrictions (effective 2023-02-22).

“On February 21, 2023, Unrivaled Brands, Inc. (the “Company”) filed a Certificate of Designation of Rights, Privileges, Preferences, and Restrictions of Series N Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada. The Certificate of Designation became effective upon filing on February 22, 2023.”
ORMP ORAMED PHARMACEUTICALS INC.

ORAMED PHARMACEUTICALS INC.: Adopted Fourth Amended and Restated By-laws implementing rules for stockholder action by written consent, eliminating outdated provisions, limiting indemnification, and requiring majority vote for amendments (effective 2023-02-23).

“On February 23, 2023, the board of directors of Oramed Pharmaceuticals Inc. (the “Company”) adopted Fourth Amended and Restated By-laws (the “By-laws”), which became effective immediately”
CSV CARRIAGE SERVICES INC

CARRIAGE SERVICES INC: Amendments to the Company's Code of Business Conduct and Ethics, effective February 22, 2023, summarizing and clarifying compliance requirements and expanding policies on bribery, kickbacks, antitrust, political activity, and improper influence on auditors (effective 2023-02-22).

“Effective February 22, 2023, the Company’s Board, on the recommendation of the Board’s Audit Committee, approved various amendments to the Company’s Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees of the Company and its subsidiaries.”
CPT CAMDEN PROPERTY TRUST

CAMDEN PROPERTY TRUST: Amended and restated bylaws to comply with universal proxy rules and make other changes, effective immediately (effective 2023-02-23).

“On February 23, 2023 , in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the “Universal Proxy Rules”) and a periodic review of the bylaws of Camden Property Trust (the “Company”), the Board of Trust Managers of the Company amended and restated the Company’s bylaws (the “Bylaws”), effective immediately.”
CinCor Pharma, Inc.

CinCor Pharma, Inc.: Amended and restated bylaws in their entirety.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”
CinCor Pharma, Inc.

CinCor Pharma, Inc.: Amended and restated certificate of incorporation in its entirety.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”
EWCZ European Wax Center, Inc.

European Wax Center, Inc.: Amended and restated by-laws to update advance notice provisions for universal proxy rules and conform to DGCL requirements regarding adjourned meetings and stockholder lists (effective 2023-02-22).

“On February 22, 2023, the Board of the Company approved the Company’s Second Amended and Restated By-Laws (as so amended and restated, the “Amended By-Laws”), effective as of such date.”
Stronghold Digital Mining, Inc.

Stronghold Digital Mining, Inc.: The Company filed a Certificate of Designations to designate Series C Preferred Stock, amending the articles of incorporation (effective 2023-02-20).

“On February 20, 2023, in connection with the closing of the Exchange Transaction, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 23,102 shares of the Company’s authorized preferred stock as the Series C Preferred Stock, with the powers, designations, preferences and other rights as set forth therein.”
Tailwind International Acquisition Corp.

Tailwind International Acquisition Corp.: Amended the company's amended and restated memorandum and articles of association to extend the deadline to consummate a business combination from February 23, 2023 to August 23, 2023, and to remove the limitation on redemption of public shares that would cause net tangible assets to fall below $5,0 (effective 2023-02-23).

“On February 21, 2023, Tailwind International Acquisition Corp. (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Extension Meeting ”), to (i) amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date by which the Company has to consummate a business combination from February 23 2023 to August 23, 2023 (such proposal, the “ Extension Amendment Proposal ”) and (ii) remove 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 (the “ Redemption Limitation Amendment Proposal ”) .”
Finserv Acquisition Corp. II

Finserv Acquisition Corp. II: Extended the deadline to consummate a business combination from February 22, 2023 to August 22, 2023 (effective 2023-02-21).

“an amendment to the amended and restated certificate of incorporation of the Company (the “Charter Amendment”) to extend the date by which the Company would be required to consummate a business combination from February 22, 2023 to August 22, 2023”
Quadro Acquisition One Corp.

Quadro Acquisition One Corp.: Approved amendments to the Amended and Restated Memorandum and Articles of Association regarding extension and name change (effective 2023-02-20).

“At the EGM, the Extension Amendment Proposal (as defined below) and the Name Change Proposal (as defined below) to amend the Company's Amended and Restated Memorandum and Articles of Association (" Charter Amendment ") was approved.”
Blackstone Private Credit Fund

Blackstone Private Credit Fund: Amended the Fund's charter to provide an exception to the exclusive Delaware jurisdiction clause for claims arising under federal securities laws (effective 2023-02-23).

“On February 23, 2023, the Board of Trustees of the Fund adopted the Third Amended and Restated Declaration of Trust, which amends the Fund’s previously effective charter to provide an exception to the Fund’s exclusive Delaware jurisdiction clause for claims, suits, actions or proceedings arising out of or relating to federal securities laws.”
Piedmont Lithium Inc.

Piedmont Lithium Inc.: Approved and adopted amended and restated bylaws, including updates to director nomination procedures for Rule 14a-19, additional background and disclosure requirements, new director nominee questionnaire, and other conforming changes (effective 2023-02-22).

“On February 22, 2023, the Board of Directors of Piedmont Lithium Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
ROAD Construction Partners, Inc.

Construction Partners, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty, as permitted by Delaware law (effective 2023-02-23).

“At the annual meeting of stockholders (the “Annual Meeting”) of Construction Partners, Inc. (the “Company”) held on February 23, 2023, as described below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, to the extent permitted by the Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on February 23, 2023 (“Certificate of Amendment”).”
RPAY Repay Holdings Corp

Repay Holdings Corp: Repay Holdings Corporation amended and restated its Bylaws to update procedural requirements for director nominations under Rule 14a-19 and stockholder list availability under DGCL Section 219, along with technical revisions (effective 2023-02-23).

“On February 23, 2023, the board of directors of Repay Holdings Corporation (the “Company”) approved an amendment and restatement of the Company’s Bylaws (as so amended, the “Amended and Restated Bylaws”) to (i) update certain procedural requirements relating to director nominations by stockholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities and Exchange Act of 1934 (“Rule 14a-9”), (ii) update certain procedural requirements relating to the availability of a stockholder list during stockholder meetings in light of the adoption and effectiveness of the amendment to Section 219 of the Delaware General Corporation Law (the “DGCL”), and (iii) make technical and conforming revisions and clarifications.”
TPT GLOBAL TECH, INC.

TPT GLOBAL TECH, INC.: Increased authorized common shares by 2 billion to total 4.5 billion (effective 2023-02-14).

“Effective February 14, 2023, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by two billion (2,000,000,000) which increase will then make the total authorized common shares to be four billion five hundred million (4,500,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Certificate of Incorporate and Bylaws of the Company.”
CRTO Criteo S.A.

Criteo S.A.: The Company amended its By-laws to update the share capital and number of shares as of February 23, 2023 (effective 2023-02-23).

“On February 23, 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 February 23, 2023, the Company has a share capital of €1,581,228.20, divided into 63,249,128 shares with a par value of €0.025 each.”
TONX TON Strategy Co

TON Strategy Co: Filed certificate of designation for Preferred Stock with special voting rights (effective 2023-02-17).

“On February 17, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”
PEB Pebblebrook Hotel Trust

Pebblebrook Hotel Trust: Amended and restated bylaws primarily to address universal proxy rules under Rule 14a-19, with additional enhancements and technical changes (effective 2023-02-17).

“On February 17, 2023, the Board amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”) primarily to address Rule 14a-19 under the Securities Exchange Act of 1934, as amended, commonly referred to as the “universal proxy rules,””
CLDT Chatham Lodging Trust

Chatham Lodging Trust: Amended and restated the Company's Bylaws to address Universal Proxy Rules, update procedural mechanics for shareholder meetings, and make conforming changes (effective 2023-02-22).

“On February 22, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the "Universal Proxy Rules") and a periodic review of the Bylaws of the Company, the Board of Trustees (the "Board") amended and restated the Company’s Bylaws (the "Amended and Restated Bylaws"), effective immediately.”
CHINOOK THERAPEUTICS, INC.

CHINOOK THERAPEUTICS, INC.: Amended and restated bylaws to update provisions relating to stockholder meetings, advance notice, universal proxy rules, exclusive forum, and other conforming changes (effective 2023-02-23).

“On February 23, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the bylaws of Chinook Therapeutics, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
ZVRA ZEVRA THERAPEUTICS, INC.

ZEVRA THERAPEUTICS, INC.: Amended and restated bylaws to reflect name change to Zevra Therapeutics, Inc (effective 2023-02-21).

“The Company also amended and restated its amended and restated bylaws (the “Amended and Restated Bylaws”) effective on February 21, 2023, to reflect the Name Change.”
ZVRA ZEVRA THERAPEUTICS, INC.

ZEVRA THERAPEUTICS, INC.: Changed corporate name to Zevra Therapeutics, Inc. via certificate of amendment to certificate of incorporation (effective 2023-02-21).

“Effective February 21, 2023, KemPharm, Inc. (the “Company”) changed its corporate name to Zevra Therapeutics, Inc. (the “Name Change”) pursuant to a certificate of amendment to the Company’s certificate of incorporation (the “Charter Amendment”)”
STRO SUTRO BIOPHARMA, INC.

SUTRO BIOPHARMA, INC.: Amended and restated bylaws to conform to DGCL amendments and universal proxy rules, including updates to stockholder meeting procedures, advance notice provisions, and emergency bylaws (effective 2023-02-24).

“On February 24, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the restated bylaws of Sutro Biopharma, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
PGT Innovations, Inc.

PGT Innovations, Inc.: Amended and restated the Company's Amended and Restated By-Laws to modify provisions relating to stockholder meeting procedures, enhance disclosure requirements for stockholder nominations and proposals, and address universal proxy rules (effective 2023-02-17).

“On February 17, 2023, in connection with the adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Securities and Exchange Commission, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the Company’s by-laws, the Board approved an amendment and restatement of the Company’s Amended and Restated By-Laws (the “By-Laws” and, as so amended and restated, the “Second Amended and Restated By-Laws”) effective immediately.”
AMPH Amphastar Pharmaceuticals, Inc.

Amphastar Pharmaceuticals, Inc.: Approved Amended and Restated Bylaws revising director nomination and stockholder proposal procedures, stockholder meeting procedures, director/committee/officer provisions, and adding a forum selection clause (effective 2023-02-23).

“On February 23, 2023, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”).”
NFLX NETFLIX INC

NETFLIX INC: Amended and restated bylaws to enhance procedural mechanisms for stockholder nominations, require compliance with Rule 14a-19, update information requirements, mandate use of non-white proxy cards, and modify provisions related to stockholder lists and meeting adjournment notices to reflect Delaware (effective 2023-02-22).

“On and effective as of February 22, 2023, the Board of Directors of Netflix, Inc. (the “Company”) approved the amended and restated bylaws (the “Bylaws”) to, among other things: • enhance procedural mechanisms in connection with stockholder nominations of directors to require a stockholder delivering a nomination notice pursuant to the advance notice provisions of the Bylaws to fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and other applicable law and provide reasonable evidence to the Company that such stockholder has met the requirements of Rule 14a-19; • require information included in a stockholder’s notice of nominations or proposals regarding other business be updated to be true and correct as of the stockholder meeting record date and as of ten calendar days prior to the stockholder meeting date; • require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; and • modify”
CWT CALIFORNIA WATER SERVICE GROUP

CALIFORNIA WATER SERVICE GROUP: Amended and restated Bylaws to enhance stockholder proposal and nomination procedures, align with Rule 14a-19, and update DGCL provisions (effective 2023-02-22).

“On February 22, 2023, the Board of Directors (the “Board”) of California Water Service Group, a Delaware corporation (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”
OKE ONEOK INC /NEW/

ONEOK INC /NEW/: Board approved a revised code of business conduct and ethics titled "ONE Way to Work" (effective 2023-02-22).

“On February 22, 2023, the Board approved a revised code of business conduct and ethics (the “Code”) titled “ONE Way to Work.” The Code expands upon existing subjects such as workplace conduct, insider trading and conflicts of interest, and includes new subjects such as diversity and inclusion, environmental protection and sustainability, health and safety at work, community support and human rights.”
OKE ONEOK INC /NEW/

ONEOK INC /NEW/: Amended Section 2.06 of the By-laws to require a shareholder soliciting proxies to use a proxy card color other than white (effective 2023-02-22).

“On February 22, 2023, the Board of Directors (the “Board”) of ONEOK, Inc. (the “Company”) adopted an amendment to Section 2.06 of its Amended and Restated By-laws (as amended, the “By-laws”) effective immediately to clarify and further enhance procedural mechanics in connection with shareholder nominations of directors by requiring a shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white.”
WINT WINDTREE THERAPEUTICS INC /DE/

WINDTREE THERAPEUTICS INC /DE/: 公司提交了公司章程修正案,以1:50的比例进行反向股票分割,自2023年2月24日起生效 (effective 2023-02-22).

“On February 22, 2023, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on February 24, 2023 (the “Effective Time”).”
LMT LOCKHEED MARTIN CORP

LOCKHEED MARTIN CORP: Amended and restated bylaws to address universal proxy rules, increase board size from 14 to 15, and update lead director responsibilities (effective 2023-02-22).

“On February 22, 2023, the Board of Directors of Lockheed Martin Corporation (“Lockheed Martin” or the “Company”) amended and restated the Company’s Bylaws, effective immediately.”
UPBD UPBOUND GROUP, INC.

UPBOUND GROUP, INC.: Amended and restated bylaws solely to reflect name change from Rent-A-Center, Inc. to Upbound Group, Inc (effective 2023-02-22).

“Additionally, the Board approved and adopted an amendment and restatement of the Company’s existing bylaws (as amended and restated, the “Amended and Restated Bylaws”) effective on February 22, 2023, solely to reflect the change of the Company’s name from Rent-A-Center, Inc. to Upbound Group, Inc.”
UPBD UPBOUND GROUP, INC.

UPBOUND GROUP, INC.: Changed company name from Rent-A-Center, Inc. to Upbound Group, Inc. via Certificate of Amendment to Certificate of Incorporation (effective 2023-02-22).

“On February 21, 2023, Upbound Group, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change the Company’s name from Rent-A-Center, Inc. to Upbound Group, Inc., which was approved by the board of directors (the “Board”) of the Company. The name change became effective on February 22, 2023.”
LEG LEGGETT & PLATT INC

LEGGETT & PLATT INC: The Board approved an amendment and restatement of the Company's Bylaws, adding new requirements for shareholder proposals and nominations, effective February 22, 2023 (effective 2023-02-22).

“On February 22, 2023, the Board of Directors of the Company, on recommendation of the Nominating, Governance and Sustainability Committee, approved an amendment to, and restatement of, the Company’s Bylaws, to be effective the same day.”
ALSP Orchid Acquisition Corp I

ALSP Orchid Acquisition Corp I: Extended the deadline for the company to consummate a business combination from February 23, 2023 to August 23, 2023 (effective 2023-02-17).

“On February 17, 2023, the shareholders of ALSP Orchid Acquisition Corporation I (“we”, “ALSP Orchid” or the “Company”) approved, at an extraordinary general meeting of the shareholders of the Company (the “Extraordinary General Meeting”), an amendment to the Amended and Restated Memorandum and Articles of Association (the “Initial Period Extension Amendment”) to extend the initial date by which ALSP Orchid must consummate a business combination from February 23, 2023 to August 23, 2023, subject to any additional extensions as provided in the Amended and Restated Memorandum and Articles of Association.”
Day One Biopharmaceuticals, Inc.

Day One Biopharmaceuticals, Inc.: Amended and restated bylaws to align with universal proxy rules, DGCL amendments, and other changes (effective 2023-02-17).

“On February 17, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “ DGCL ”), and a periodic review of the bylaws of Day One Biopharmaceuticals, Inc. (the “ Company ”), the Company’s board of directors (the “ Board ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
BSBK Bogota Financial Corp.

Bogota Financial Corp.: Amended Bylaws to revise the age qualification for directors: changed from prohibition on appointment/election after age 75 to prohibition on service after attaining age 75 (effective 2023-02-22).

“On February 22, 2023, the Board of Directors of Bogota Financial Corp. (the “Company”) amended the Company’s Bylaws to revise the age qualification for directors. The age qualification had generally provided that no person could be appointed or elected as a director after the person had turned 75 years old. The revised age qualification, which is found under Section 13 of Article II of the Amended and Restated Bylaws, generally provides that no person may serve as a director following the annual meeting of the stockholders of the Company after his attaining the age of 75.”
PLNT Planet Fitness, Inc.

Planet Fitness, Inc.: Approved Amended and Restated Bylaws including updates to advance notice provisions for universal proxy rules and conforming changes to DGCL regarding notice of adjourned meetings and stockholder list requirements (effective 2023-02-21).

“On February 21, 2023, the Board of Directors (the “Board”) of the Company approved Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately, with such amendments including updates to the advance notice provisions to address the adoption by the Securities and Exchange Commission (the “SEC”) of “universal proxy” rules and other updates to conform with the Delaware General Corporation Law (the “DGCL”) regarding notice of adjourned stockholder meetings and stockholder list requirements.”
BHR Braemar Hotels & Resorts Inc.

Braemar Hotels & Resorts Inc.: Reduced quorum requirement for 2023 annual meeting from a majority to at least one-third of votes entitled to be cast (effective 2023-02-23).

“The Bylaw Amendment reduced the Quorum Requirement solely for the 2023 annual meeting from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law.”
MDXG MIMEDX GROUP, INC.

MIMEDX GROUP, INC.: Amended and restated Bylaws to address universal proxy rules, incorporate prior Amendment No. 1, and include technical clarifying changes (effective 2023-02-16).

“On February 16, 2023, the Board of Directors (the “ Board ”) of MiMedx Group, Inc. (the “ Company ”) approved an amendment and restatement of the Company’s amended and restated Bylaws (as amended and restated, the “ Amended and Restated Bylaws ”), which became effective the same day.”
TPCS TECHPRECISION CORP

TECHPRECISION CORP: Filed Certificate of Incorporation amendment to effect a 1-for-4 reverse stock split and reduce authorized shares from 90,000,000 to 50,000,000 (effective 2023-02-23).

“On February 21, 2023, TechPrecision Corporation (the “ Company ”) filed a Certificate of Incorporation (the “ Amendment ”) with the Secretary of State of the State of Delaware to (i) effect a 1-for-4 reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of common stock, $0.0001 par value (the “ Common Stock ”), and (ii) effect a related reduction in the number of the Company’s authorized shares of Common Stock from 90,000,000 to 50,000,000 (the “ Authorized Share Reduction ”).”
LITS Lite Strategy, Inc.

Lite Strategy, Inc.: The Company adopted Fifth Amended and Restated Bylaws to address Universal Proxy Rules and update forum selection provisions (effective 2023-02-22).

“On February 22, 2023, in connection with the effectiveness of new SEC rules regarding universal proxy cards and a periodic review of the bylaws of Company, the Company’s board of directors (the “Board”) approved and adopted the Company’s fifth amended and restated bylaws (the “Fifth Amended and Restated Bylaws”), which became immediately effective.”
AHT ASHFORD HOSPITALITY TRUST INC

ASHFORD HOSPITALITY TRUST INC: Reduced the quorum requirement for the 2023 annual meeting from a majority to at least one-third of votes entitled to be cast (effective 2023-02-23).

“On February 23, 2023, Ashford Hospitality Trust, Inc. (the “Company”), by unanimous written consent of its board of directors, adopted Amendment No. 5 to the Second Amended and Restated Bylaws of the Company (the “Bylaw Amendment”) for purposes of reducing the quorum required solely for the 2023 annual meeting of the Company’s stockholders (the “Quorum Requirement”). The Bylaw Amendment reduced the Quorum Requirement solely for the 2023 annual meeting from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law.”
INFINITY PHARMACEUTICALS, INC.

INFINITY PHARMACEUTICALS, INC.: Adopted an amendment to the Amended and Restated Bylaws to add a new Section 6 of Article IX designating the Court of Chancery of Delaware as the exclusive forum for certain legal actions (effective 2023-02-22).

“On February 22, 2023, Infinity’s Board of Directors adopted an amendment to Infinity’s Amended and Restated Bylaws (the “Bylaw Amendment”) to add a new Section 6 of Article IX thereto.”
HUBB HUBBELL INC

HUBBELL INC: Added proxy access provisions, enhanced procedural requirements for shareholder director nominations, and made administrative and other changes to the bylaws (effective 2023-02-15).

“Revisions to the Amended and Restated By-Laws of Hubbell Incorporated (the “Company”) became effective on February 15, 2023 (the “Amended By-Laws”). The purpose of these revisions is to add proxy access provisions, enhance procedural requirements for shareholders to make director nominations and effect certain administrative and other changes.”

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.