Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
INTERNATIONAL BANCSHARES CORP: Amended Section 12 of the By-laws to comply with new SEC universal proxy card requirements for contested director elections and shareholder proposals (effective 2023-02-21).
“Section 12 of the By-laws was amended based on the recent SEC requirements for a Universal Proxy Card in the event of a contested election of directors and shareholder proposal requirements.”
ZimVie Inc.: Amended and restated bylaws primarily to implement procedural mechanisms for stockholder nominations under Rule 14a-19 (effective 2023-02-17).
“On February 17, 2023, the Board of Directors of ZimVie Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), primarily to implement certain procedural mechanisms related to stockholder nominations of directors under Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
LF Capital Acquisition Corp. II: Increased the monthly extension payment per one-month extension of the deadline to complete an initial business combination to $0.04 per share of Class A common stock (effective 2023-02-17).
“The Charter Amendment increased the monthly extension payment per one-month extension of the deadline to complete an initial business combination to $0.04 per share of the company’s Class A common stock, par value $0.0001 per share, sold in the Company’s initial public offering.”
Paya Holdings Inc.: Amended and restated bylaws effective as of the Effective Time in connection with merger.
“the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time”
Paya Holdings Inc.: Amended and restated certificate of incorporation effective as of the Effective Time in connection with merger.
“the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”
Velo3D, Inc.: Adopted amended and restated bylaws effective March 11, 2023, incorporating universal proxy rules, DGCL updates, and other changes (effective 2023-03-11).
“On February 16 , 2023, the board of directors (the “ Board ”) of Velo3D, Inc. (the “ Company ”) approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which will become effective on March 11, 2023, following the expiration of the notice period for stockholder nominations to the Board and other proposals to be considered at the 2023 annual meeting of stockholders under the Company’s existing bylaws.”
biote Corp.: Amended and restated bylaws to update procedural mechanics for stockholder nominations and proposals, modify stockholder meeting procedures, and make other ministerial changes (effective 2023-02-21).
“On February 21, 2023, the Board approved and adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”
EVENTIKO INC.: Eventiko Inc. states it is no longer a shell company as defined in Rule 12b-2 of the Exchange Act (effective 2023-02-22).
“Based on the forgoing information, we believe that we are no longer a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”
Reliance Global Group, Inc.: Approved and filed Articles of Amendment to effect a 1-for-15 reverse stock split and decrease authorized shares from 2,000,000,000 to 133,333,333 (effective 2023-02-16).
“On February 7, 2023, the Board of Directors (the “Board”) of Reliance Global Group, Inc., a Florida corporation (the “Company”) approved (i) a reverse stock split of the Company’s issued and outstanding common stock, par value $0.086 per share, on a one (1) for fifteen (15) basis (the “Reverse Stock Split”) and (ii) a decrease of the Company’s authorized number of shares of common stock on the same basis from 2,000,000,000 shares of common stock to 133,333,333 shares of common stock (the “Decrease in Authorized Securities” and the Reverse Stock Split and Decrease in Authorized Securities is referred to together herein as the “Corporate Actions”). The Company filed an Articles of Amendment (the “Amendment”) with the Secretary of State of the State of Florida on February 16, 2023 to effectuate the Corporate Actions.”
Rain Oncology Inc.: The Board adopted an amendment and restatement of the Bylaws to enhance procedural and disclosure requirements for stockholder proposals and director nominations, align with Rule 14a-19 under the Exchange Act, update various provisions per the DGCL, and incorporate ministerial, clarifying and confor (effective 2023-02-15).
“On February 15, 2023, the Board of Directors (the “Board”) of Rain Oncology Inc., a Delaware corporation (the “Company”), adopted an amendment and restatement of the Company’s Second 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: • Enhance procedural and disclosure requirements related to business proposals and director nominations submitted by stockholders, including to align with recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and reflect certain other administrative changes, including: • Requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to proposing stockholders; • Requiring any stockholder submitting a notice of director nomination to make a representation as to whether such stockholder intends to solicit proxies in suppo”
BLACKLINE, INC.: On February 16, 2023, the Board approved Amended and Restated Bylaws, effective immediately, incorporating amendments to align with Delaware law, enhance stockholder proposal procedures, adopt federal forum selection, etc (effective 2023-02-16).
“On February 16, 2023, the Board of Directors (the "Board") of BlackLine, Inc. (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"), effective as of such date.”
Pedro's List, Inc.: Increased authorized shares of common stock from 750,000,000 to 875,000,000 and designated 10,000,000 shares of Series A Preferred Stock (effective 2023-02-22).
“On February 22, 2023, the Company filed a Certificate of Amendment together with Amended & Restated Articles of Incorporation (“Restated Articles”) with the Nevada Secretary of State increasing its authorized shares of common stock from Seven Hundred Fifty Million (750,000,000) to Eight Hundred Seventy-Five Million (875,000,000) shares, consisting of (a) Seven Hundred Fifty Million (750,000,000) shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (b) One Hundred Twenty-Five Million (125,000,000) shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”), issuable in one or more Series. In the Restated Articles, 10,000,000 shares of our preferred stock were designated as Series A Preferred Stock (the “Series A Preferred Stock”).”
MBG Holdings, Inc.: Company changed its name to MBG Holdings, Inc. and filed Amended and Restated Articles of Incorporation to reflect the name change (effective 2023-02-22).
“Market Effective February 22, 2023, American Metals Recovery and Recycling (the “Company”) changed its name to MBG Holdings, Inc. The Company filed with the Nevada Secretary of State Amended and Restated Articles of Incorporation that reflect the change of the corporate name to MBG Holdings Inc.”
LHC Group, Inc: Amended and restated bylaws in their entirety.
“the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time.”
LHC Group, Inc: Amended and restated certificate of incorporation in its entirety.
“the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time.”
BCB BANCORP INC: Amended and restated bylaws to update advance notice provisions, meeting conduct rules, director qualifications, board classification, chairman duties, officer duties, director removal, and miscellaneous changes (effective 2023-02-15).
“On and effective as of February 15, 2023, the Board of Directors (the “ Board ”) of BCB Bancorp, Inc. (the “Company”) amended and restated its bylaws to, among other things, (i) provide for 90 days’ advance notice by shareholders to the Company of any shareholder nominees for director or other shareholder proposals, and the content and other requirements for such notices (Section 2.11); (ii) provide for certain rules of conduct for shareholder meetings (Section 2.12); (iii) set forth certain qualifications for election as a director of the Company (Section 3.1); (iv) clarifying that the Board is classified as set forth in the Company’s certificate of incorporation (Section 3.2); (v) update and relocate the provisions regarding the powers and duties of the Chairman of the Board (Sections 3.15 and 4.5); (vi) add certain powers and duties of the chief executive officer, chief financial officer and chief operating officer positions currently in use by the Company (throughout Section 4); (v”
SUN COMMUNITIES INC: Added Article II, Section 17 to implement a Proxy Access Bylaw allowing eligible stockholders to nominate director candidates (effective 2023-02-15).
“On February 15, 2023, the Board of Directors (the “Board”) of Sun Communities, Inc. (the “Company”) approved and adopted the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”). Article II, Section 17 was added to the Bylaws to implement the Proxy Access Bylaw (as defined below).”
CBL & ASSOCIATES PROPERTIES INC: Amended Sections 2.7, 3.2 and 3.5 of the Fourth Amended and Restated Bylaws to update shareholder nomination procedures and incorporate universal proxy rules under SEC Rule 14a-19, add a 67% voting power representation and evidence requirement, require a proxy card color other than white, clarify vo (effective 2023-02-15).
“On February 15, 2023 and effective immediately, the Board of Directors of CBL & Associates Properties, Inc. (herein the " Company " or " CBL "), pursuant to the recommendation of the Board’s Nominating/Corporate Governance Committee as part of its periodic review of corporate governance matters and in connection with new Securities and Exchange Commission (" SEC ") rules regarding the use of "universal" proxy cards in contested elections, approved certain amendments to Sections 2.7, 3.2 and 3.5 of the of the Company’s Fourth Amended and Restated Bylaws (the " Bylaws ").”
MUELLER INDUSTRIES INC: Amended bylaws to update stockholder nomination procedures per Rule 14a-19, remove stockholder list viewing requirement, and reduce board size from nine to eight directors (effective 2023-02-17).
“On February 17, 2023, the Board of Directors of Mueller Industries, Inc. (the “Company”) approved amendments to the Company’s bylaws primarily in response to recent changes to the rules of the Securities and Exchange Commission and the Delaware General Corporation Law.”
FTI CONSULTING, INC: Amended and restated bylaws to update stockholder nomination and other business procedures, proxy rules, majority voting, and other technical changes (effective 2023-02-20).
“On and effective as of February 20, 2023, the Board of Directors (the “Board”) of FTI Consulting, Inc. (“FTI Consulting”) approved and adopted amended and restated bylaws of FTI Consulting to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”).”
DELUXE CORP: Board updated advance notice provisions to address SEC universal proxy rules, including compliance with Rule 14a-19 (effective 2023-02-16).
“On February 16, 2023, the Board of Directors (the “Board”) of Deluxe Corporation (the “Company”) approved the 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.”
Weber Inc.: Bylaws of Merger Sub became the bylaws of the Surviving Corporation, with references to name replaced.
“The bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation, except that references to Merger Sub’s name were replaced with references to the Surviving Corporation’s name.”
Weber Inc.: Certificate of incorporation was amended and restated in its entirety upon completion of the Merger.
“the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety.”
Verde Clean Fuels, Inc.: Company ceased to be a shell company as a result of the Business Combination (effective 2023-02-21).
“As a result of the Business Combination, the Company ceased to be a shell company.”
Verde Clean Fuels, Inc.: Adopted amended and restated bylaws in connection with the Closing (effective 2023-02-21).
“In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws ").”
Verde Clean Fuels, Inc.: Filed Fourth A&R Charter with Delaware to change name to Verde Clean Fuels, Inc (effective 2023-02-21).
“In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws "). Pursuant to the filing of the Fourth A&R Charter, the Company changed its name to "Verde Clean Fuels, Inc."”
Owlet, Inc.: Filed Certificate of Designation for Series A Preferred Stock (effective 2023-02-21).
“the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock”
Amesite Inc.: Amended certificate of incorporation to effect a 1-for-12 reverse stock split (effective 2023-02-21).
“On February 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on February 21, 2023”
Vado Corp.: Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock filed, amending senior ranking, liquidation preference, and conversion ratio adjustment provisions (effective 2023-02-21).
“On February 21, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series A with the Secretary of State of the State of Nevada, which amended the Series A by: (i) providing the holders with senior ranking with respect to the Company’s capital stock upon the occurrence of a liquidation, dissolution or winding up, (ii) providing the holders with a liquidation preference in the event of the merger or consolidation of the Company in which the Company is not the surviving entity, the sale of all of the assets of the Company in a transaction which requires shareholder approval or the dissolution or winding up of the Company, and (iii) clarifying the adjustment provisions of the conversion ratio of the Series A upon the occurrence of certain corporate events.”
HOOPS SCOUTING USA: Company ceased to be a shell company upon entering into an asset purchase agreement and providing Form 10 information by incorporation by reference (effective 2023-02-17).
“Item 5.06 of Form 8-K states that if the registrant was a shell company before transactions changing the status of a shell company, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.”
ONE Gas, Inc.: Adopted amended and restated By-laws on February 21, 2023, including changes to nomination procedures for director elections and minor administrative changes (effective 2023-02-21).
“On and effective February 21, 2023, our Board of Directors approved and adopted amended and restated By-laws of the same date (the “Amended and Restated By-laws”), amending certain provisions of our existing By-laws.”
ThredUp Inc.: Amended and restated bylaws to conform to recent DGCL amendments, update advance notice provisions, and address Universal Proxy Rules (effective 2023-02-16).
“On February 16, 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 ThredUp 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”), effective immediately”
Kennedy-Wilson Holdings, Inc.: Amended and restated bylaws to adopt universal proxy rules and related changes (effective 2023-02-21).
“On February 21, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements and a periodic review of the bylaws of Kennedy-Wilson Holdings, Inc. (the Company”), the Board of Directors (the “Board”) of the Company adopted the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became immediately effective upon the Board’s approval.”
Applied Digital Corp.: Filed Certificate of Designation for Series E Preferred Stock, establishing its rights, privileges, preferences, and restrictions (effective 2023-02-14).
“On February 14, 2023, the Company filed a Certificate of Designation of Rights, Privileges, Preferences, and Restrictions of Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to establish the rights, privileges, preferences, and restricts of the Series E Preferred Stock. The Certificate of Designation became effective upon filing on February 14, 2023.”
GLOBAL PAYMENTS INC: Amended bylaws to require shareholders owning at least 15% of voting power for at least one year to request a special meeting (effective 2023-02-16).
“On February 16, 2023, the Board of Directors of Global Payments Inc. (the “Company”) approved amendments to the Company’s bylaws (the “Bylaws”). The amendments to the Bylaws revise the requirements for shareholders to request a special meeting by providing that a special meeting of the shareholders may be called by the Secretary of the Company upon the proper request of one or more shareholders owning at least 15% of the voting power of all shares of stock of the Company issued and outstanding for at least one year as of the date of the request, subject to compliance with the other requirements set forth in the amendments.”
Edwards Lifesciences Corp: Amended and restated Bylaws to incorporate universal proxy rule (Rule 14a-19) and update advance notice provisions for director nominations, including new disclosure and compliance requirements (effective 2023-02-16).
“On February 16, 2023, the Board of Directors (the “Board”) of Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”).”
PUBLIC SERVICE ENTERPRISE GROUP INC: Lowered threshold to call a special meeting from majority to at least 25% of votes (effective 2023-02-14).
“On February 14, 2023, the Board of Directors (the “Board”) of Public Service Enterprise Group Incorporated (“PSEG” or the “Company”) approved and adopted an amendment to the By-Laws of the Company (the “By-Laws”), effective as of that date, to revise Article IX, Section 5 of the By-Laws and lower the threshold needed to call a special meeting of the stockholders from the holders of the capital stock entitled to cast a majority of votes, to the holders of the capital stock entitled to cast at least 25% of the votes.”
LINCOLN ELECTRIC HOLDINGS INC: Lincoln Electric Holdings Inc. amended its Code of Regulations (bylaws) to modernize provisions and comply with new SEC universal proxy rules, including updates to shareholder nomination and proposal procedures, disclosure requirements, and proxy card color rules (effective 2023-02-15).
“On February 15, 2023, the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated Code of Regulations (the “Regulations”), which became effective immediately upon adoption. The Board adopted the following amendments in an effort to modernize the Regulations and to comply with the new universal proxy rules adopted by the Securities and Exchange Commission (the “SEC”). Specifically, in addition to other ministerial changes, the amendments to the Regulations: • update the procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals, including to address rules related to the use of “universal” proxy cards adopted by the SEC under new Rule 14a-19; • update certain procedural mechanics and disclosure requirements for information to be provided in connection with shareholder director nominations or submissions of non-Rule 14a-8 proposals; and • requir”
TRUSTMARK CORP: Amended and restated Bylaws effective February 15, 2023, with changes including remote stockholder meeting authorization, revised advance notice provisions for director nominations, increased mandatory director retirement age from 70 to 75, and mandatory indemnification and advancement for directors (effective 2023-02-15).
“On February 15, 2023, the Board of Directors (the “Board”) of Trustmark Corporation (the “Company” or “Trustmark”) approved the amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective as of such date.”
CTO Realty Growth, Inc.: Amended bylaws to update stockholder meeting provisions for compliance with federal proxy rules, including Rule 14a-19 (effective 2023-02-16).
“On February 16, 2023, the Board of Directors (the “Board”) of CTO Realty Growth, Inc. (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”) to update provisions relating to stockholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”).”
HF Sinclair Corp: Amended and restated by-laws to revise director nomination procedures, clarify meeting powers, update definitions, require officer resignations, adopt gender-neutral pronouns, and make administrative changes (effective 2023-02-15).
“On February 15, 2023, the Board of Directors of HF Sinclair Corporation (the “ Company ”) approved the Company’s Second Amended and Restated By-laws (the “ Amended and Restated By-laws ”), effective as of such date.”
Mars Acquisition Corp.: Adoption of Amended and Restated Memorandum and Articles of Association (effective 2023-02-13).
“On February 13, 2023, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
Verve Therapeutics, Inc.: Amendment and restatement of bylaws eliminating stockholder list requirement during meetings, addressing remote meeting adjournment due to technical failure, and revising procedural mechanics for stockholder nominations and proposals under universal proxy rules (effective 2023-02-14).
“On February 14, 2023, the board of directors (the “Board”) of Verve Therapeutics, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective immediately.”
Catcha Investment Corp: Amended articles of association to extend business combination deadline from February 17, 2023 to Extended Date (effective 2023-02-17).
“At the Extraordinary General Meeting, the Company's shareholders approved an amendment to the Company's amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”).”
Distoken Acquisition Corp: Amended and Restated Memorandum and Articles of Association filed and effective (effective 2023-02-15).
“On February 15, 2023, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association with the Cayman Islands General Registry, effective the same day.”
KONA GOLD BEVERAGE, INC.: Kona Gold Beverage, Inc. amended its Certificate of Incorporation to increase authorized common stock from 2.5 billion to 10.5 billion shares, and amended its Series C Preferred Stock Certificate of Designation to increase designated shares from 250 to 2,000 shares (effective 2023-02-13).
“On February 13, 2023, Kona Gold Beverage, Inc. (the “Company”). filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its amended and restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of the Company’s authorized shares of common stock, par value $0.00001 per share (the “Common Stock”), from two billion five hundred million (2,500,000,000) shares to ten billion five hundred million (10,500,000,000) shares.”
Jasper Therapeutics, Inc.: Adopted third amended and restated bylaws to address universal proxy rules and enhance disclosure requirements for director nominations and business proposals by stockholders (effective 2023-02-16).
“On and effective February 16, 2023, the Board approved and adopted an amendment and restatement of the Company’s second amended and restated bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”), effective as of February 16, 2023.”
ABBOTT LABORATORIES: Board of Directors size changed from 13 to 12 persons, effective April 28, 2023 (effective 2023-04-28).
“Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of twelve persons, effective April 28, 2023.”
BILL Holdings, Inc.: Adopted second amended and restated bylaws effective February 27, 2023, updating corporate name, addressing Universal Proxy Rules, revising advance notice provisions, and making other ministerial and conforming changes (effective 2023-02-27).
“In addition, on February 16, 2023, the Board approved and adopted the Company’s second amended and restated bylaws (the “ Second Amended and Restated Bylaws ”), which will become effective on February 27, 2023, in connection with the Name Change as well as the effectiveness of the Universal Proxy Rules (as defined below), certain recent changes to the DGCL, and a periodic review of the bylaws of the Company.”
BILL Holdings, Inc.: Changed corporate name from Bill.com Holdings, Inc. to BILL Holdings, Inc. via a certificate of amendment to the restated certificate of incorporation (effective 2023-02-27).
“On February 16, 2023, the board of directors (the “ Board ”) of Bill.com Holdings, Inc. (the “ Company ”) approved a certificate of amendment to its restated certificate of incorporation (the “ Certificate of Amendment ”) to change its corporate name from “Bill.com Holdings, Inc.” to “BILL Holdings, Inc.” (the “ Name Change ”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on February 17, 2023 and will be effective on February 27, 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.