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
BE Bloom Energy Corp

Bloom Energy Corp: Amendment and restatement of bylaws to enhance procedural and disclosure requirements for stockholder proposals and director nominations, align with Rule 14a-19, and eliminate stockholder list examination requirement (effective 2023-02-15).

“On February 15, 2023, the Board 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: • 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”
ACON Aclarion, Inc.

Aclarion, Inc.: Filed Certificate of Designation to create Series A Preferred Stock with special voting rights on reverse stock split proposals (effective 2023-02-16).

“On February 16, 2023, the Company filed a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to create a new class of Series A Preferred Stock, par value $0.00001 per share.”
AHR American Healthcare REIT, Inc.

American Healthcare REIT, Inc.: Amended and restated bylaws to update stockholder meeting provisions for compliance with federal proxy rules, including proxy card color, director nomination information, and Rule 14a-19 compliance (effective 2023-02-17).

“On February 17, 2023, our board of directors, or our Board, approved and adopted amended and restated bylaws, or our Bylaws, to, among other things, 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, or the Exchange Act. Our Bylaws became effective upon adoption by our Board.”
JBLU JETBLUE AIRWAYS CORP

JETBLUE AIRWAYS CORP: Amended and restated bylaws to revise provisions regarding director nominations and proxy solicitation, including compliance with Rule 14a-19, and to implement ministerial and conforming changes (effective 2023-02-16).

“On February 16, 2023, the Board of Directors (the “Board”) of JetBlue Airways Corporation (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”). The amendments (a) revise Article II, Section 11 and Article III, Section 5 with respect to the nomination of directors and the solicitation of proxies, including with respect to compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”) and (b) to implement ministerial and conforming changes.”
CBRE CBRE GROUP, INC.

CBRE GROUP, INC.: Amended and restated by-laws to reflect changes to DGCL, update procedural mechanics for stockholder nominations and proposals, and address universal proxy rules (effective 2023-02-16).

“On February 16, 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, our Board of Directors approved an amendment and restatement of our Amended and Restated By-Laws (the “By-Laws” and, as so amended and restated, the “Amended By-Laws”) effective immediately.”
CYTK CYTOKINETICS INC

CYTOKINETICS INC: Added Article X providing exclusive forum selection provisions and renumbered existing Article X to Article XI (effective 2023-02-14).

“On and effective as of February 14, 2023, the Board of Directors (the “Board”) of Cytokinetics, Incorporated approved and adopted Amended and Restated Bylaws of Cytokinetics (the “Revised Bylaws”) for the purposes of: (a) renumbering Article X thereof to be Article XI, and (b) adding a new Article X thereof (i) to provide that, unless Cytokinetics consents in writing to the selection of an alternative forum, specified courts in Delaware shall be the exclusive forum for resolving certain disputes under corporate law, and the federal district courts of the United States shall be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, and (c) to make certain technical revisions as set forth therein.”
PAG PENSKE AUTOMOTIVE GROUP, INC.

PENSKE AUTOMOTIVE GROUP, INC.: Amended bylaws to address universal proxy rules, modify stockholder notice requirements, and update provisions on stockholder lists to reflect changes to Delaware General Corporation Law (effective 2023-02-16).

“On February 16, 2023, the Board of Directors (the “Board”) of Penske Automotive Group, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company, effective immediately (as amended, the “Bylaws”).”
CMCO COLUMBUS MCKINNON CORP

COLUMBUS MCKINNON CORP: Amended and restated bylaws to address universal proxy rules, enhance shareholder nomination procedures, and adopt exclusive forum provisions (effective 2023-02-16).

“On February 16, 2023, the Board of Directors (the “ Board ”) of Columbus McKinnon Corporation (the “ Company ”) approved and adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.”
PLXS PLEXUS CORP

PLEXUS CORP: Amended and restated bylaws to align with SEC universal proxy rules and replace chairman references with gender-neutral term 'chair' (effective 2023-02-15).

“On February 15, 2023, the Board of Directors of Plexus Corp. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”) to (a) align Sections 2.09 and 2.13 of Article II of the Bylaws with the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) replace references throughout the Bylaws to chairman or chairperson with the gender-neutral term “chair.””
CATX Perspective Therapeutics, Inc.

Perspective Therapeutics, Inc.: Name change of the registrant from Isoray, Inc. to Perspective Therapeutics, Inc. via amended and restated certificate of incorporation and bylaws; no substantive change other than name per filing (effective 2023-02-14).

“The only substantive change to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is the change of the Company’s corporate name from Isoray, Inc. to Perspective Therapeutics, Inc.”
SRCE 1ST SOURCE CORP

1ST SOURCE CORP: Amended bylaws to change director election voting standard from majority to plurality and to allow adjournment of shareholder meetings when a quorum is not present (effective 2023-02-16).

“ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors amended the Company’s bylaws effective February 16, 2023, to (A) conform the bylaws to controlling state law by changing the voting standard for the election of directors from majority vote to plurality, but retaining the existing requirement that an incumbent director who does not receive a majority vote for re-election submit his or her resignation to the Board, and (B) provide that the presiding officer of a shareholder meeting may adjourn the meeting from time to time in the event a quorum is not present at a meeting of shareholders.”
DOV DOVER Corp

DOVER Corp: Amended and Restated By-laws to update director nomination procedures and stockholder list requirements, including compliance with Rule 14a-19 and recent DGCL amendments (effective 2023-02-10).

“On February 10, 2023, the Board of Directors (the “Board”) of Dover Corporation (the “Company”) adopted amendments to the Company’s Amended and Restated By-laws (as so further amended, the “By-laws”), effective as of such date.”
ASPAC I Acquisition Corp.

ASPAC I Acquisition Corp.: Amended and restated memorandum and articles of association to extend business combination deadline up to eight times from February 17, 2023 to October 17, 2023 (effective 2023-02-14).

“On February 14, 2023, following the shareholder approval, the Parent filed the Amended and Restated Memorandum and Articles of Association with the British Virgin Islands Registrar of Corporate Affairs on the same day, giving it the right to extend the date by which it has to complete a business combination up to eight (8) times for an additional one (1) month each time, from February 17, 2023 to October 17, 2023.”
PHCI Panamera Holdings Corp

Panamera Holdings Corp: Company ceased to be a shell company effective February 15, 2023, as consulting operations no longer nominal (effective 2023-02-15).

“Effective on February 15, 2023, the Company deemed the consulting operations to no longer be nominal as the revenue generated exceeded $95,000 and the payroll exceeded $80,000 thereby causing the Company to cease to be a shell company.”
AIXN AiXin Life International, Inc.

AiXin Life International, Inc.: Filed amendment to Articles of Incorporation to effect a 1-for-2 reverse stock split of common stock (effective 2023-01-06).

“on January 6, 2023, we filed an amendment to our Articles of Incorporation with respect to a proposed 1 for 2 "reverse" split of our common stock (the "Amendment").”
HOVR New Horizon Aircraft Ltd.

New Horizon Aircraft Ltd.: Filed Second Amended and Restated Memorandum and Articles of Association in connection with the Offering (effective 2023-02-09).

“On February 9, 2023, in connection with the Offering, the Company filed its Second Amended and Restated Memorandum and Articles of Association with the Cayman Registry.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company as of the Closing.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors.

“the Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Amended and restated bylaws to make changes appropriate for a public operating company, including provisions for special meetings, proxy solicitation, director vacancies, board committees, and stockholder proposals.

“upon the Closing, pursuant to the terms of the Business Combination Agreement, Aesther amended and restated its bylaws to make certain changes that the Board deems appropriate for a public operating company, including, but not limited to, changes to provisions relating to special meetings in lieu of annual meetings, proxy solicitation and voting, director vacancies and removals, Board committees and stockholder proposals.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Amended Certificate filed with the Secretary of State of Delaware, effecting changes to the company's capital stock rights as described in the Proxy Statement.

“On the Closing Date, Aesther filed its Amended Certificate with the Secretary of State of the State of Delaware.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company as of the Closing.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Expects Board to adopt and approve a new Code of Business Conduct and Ethics.

“the Company expects the Board to adopt and approve a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Amended and restated bylaws for public operating company including changes to provisions relating to special meetings, proxy solicitation, director vacancies, Board committees and stockholder proposals.

“upon the Closing, pursuant to the terms of the Business Combination Agreement, Aesther amended and restated its bylaws to make certain changes that the Board deems appropriate for a public operating company, including, but not limited to, changes to provisions relating to special meetings in lieu of annual meetings, proxy solicitation and voting, director vacancies and removals, Board committees and stockholder proposals.”
OCEA Ocean Biomedical, Inc.

Ocean Biomedical, Inc.: Filed Amended Certificate with the Secretary of State of Delaware.

“On the Closing Date, Aesther filed its Amended Certificate with the Secretary of State of the State of Delaware.”
Seaport Global Acquisition II Corp.

Seaport Global Acquisition II Corp.: Amended certificate of incorporation to provide Class B stockholders the right to convert to Class A common stock on a one-for-one basis prior to business combination (effective 2023-02-14).

“To amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of Class B Common Stock of the Company to convert into Class A Common Stock on a one-for-one basis prior to the closing of a business combination at the election of the holder.”
Seaport Global Acquisition II Corp.

Seaport Global Acquisition II Corp.: Amended certificate of incorporation to extend deadline for business combination from February 19, 2023 to August 19, 2023 (effective 2023-02-14).

“T o amend the Company’s amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional six (6) months, from February 19, 2023 to August 19, 2023”
CURR Currenc Group Inc.

Currenc Group Inc.: Amended the charter to extend the deadline for consummating a business combination from February 23, 2023 to August 23, 2023 (effective 2023-02-13).

“On or about February 14, 2023, in connection with the Extraordinary General Meeting (as defined below), INFINT Acquisition Corporation (the “Company”) will file an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) with the Registrar of Companies in the Cayman Islands to extend the date by which the Company must consummate its initial business combination from February 23, 2023 to August 23, 2023, or such earlier date as determined by the Company’s board of directors (the “Extended Date”).”
SLVM Sylvamo Corp

Sylvamo Corp: Filing of Certificate of Elimination to eliminate Preferred Shares and return them to authorized but undesignated preferred stock.

“Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.”
Genesis Unicorn Capital Corp.

Genesis Unicorn Capital Corp.: Amended Section 9.2(a) to replace the redemption limitation with a net tangible asset requirement of at least $5,000,001 (effective 2023-02-14).

“GUCC also amended Section 9.2(a) of GUCC’s Amended and Restated Certificate of Incorporation by deleting the existing Section 9.2(a) and replacing it with the following: “9.2(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination or upon the vote of a proposal to amend the Amended and Restated Certificate pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “ Redemption Rights ”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “ Redemption Price ”); provided, however, that the Corporation shall not redeem Offering Shares (i) in an amount that would cause the Corporation to have net tangible assets to be le”
Genesis Unicorn Capital Corp.

Genesis Unicorn Capital Corp.: Extended the Business Combination Period from February 17, 2023 to February 17, 2024 (effective 2023-02-14).

“GUCC filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 14, 2023 giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024.”
LUNR Intuitive Machines, Inc.

Intuitive Machines, Inc.: IPAX ceased being a shell company as a result of the Transactions.

“As a result of the Transactions, IPAX ceased being a shell company.”
OSRH OSR Holdings, Inc.

OSR Holdings, Inc.: Filed Amended and Restated Certificate of Incorporation on February 13, 2023 (effective 2023-02-13).

“On February 13, 2023, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware.”
Edoc Acquisition Corp.

Edoc Acquisition Corp.: Extended the date to consummate a Business Combination from February 12, 2023 to August 12, 2023 (effective 2023-02-09).

“On February 9, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “ Extension Meeting ”) to amend the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to extend the date by which the Company has to consummate a Business Combination from February 12, 2023 to August 12, 2023”
BCTX BriaCell Therapeutics Corp.

BriaCell Therapeutics Corp.: Amended Articles to raise quorum threshold for shareholder meetings to two shareholders holding at least 33 1/3% of outstanding shares (effective 2023-02-13).

“On February13, 2023, BriaCell Therapeutics Corp. (the “Company”) amended its Articles to raise the quorum threshold for shareholder meetings to two shareholders who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 33 1/3% of the outstanding shares entitled to be voted at the meeting.”
Sustainable Projects Group Inc.

Sustainable Projects Group Inc.: Company ceased to be a shell company as a result of an exchange transaction.

“As a result of the Exchange Transaction, the Company ceased to be a shell company.”
WAB WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP: Updated procedural mechanics for stockholder nominations and proposals, incorporating universal proxy card rules, and made conforming changes (effective 2023-02-10).

“On February 10, 2023, as part of its periodic review of corporate governance matters and in connection with the new Securities and Exchange Commission rules regarding "universal" proxy cards, the Board of Directors (the “Board”) of Westinghouse Air Brake Technologies Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended Bylaws”), effective as of such date. The amendments, among other things: • update the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals, including to address rules related to the use of “universal” proxy cards adopted by the Securities and Exchange Commission under new Rule 14a-19 and information to be provided in connection with a stockholder director nomination or submission of non-Rule 14a-18 proposals; • require that a stockholder soliciting proxies from other stockholders use a proxy card”
SXT SENSIENT TECHNOLOGIES CORP

SENSIENT TECHNOLOGIES CORP: Amended Sections 2.9, 3.9, and 3.16 of the Amended and Restated By-Laws to update universal proxy rules and Finance Committee powers (effective 2023-02-09).

“On February 9, 2023, the Board of Directors (the “Board”) of Sensient Technologies Corporation (the “Company”) adopted amendments to the Company’s Amended and Restated By-Laws (the “Amended By-Laws”), effective immediately, to update: • Sections 2.9 and 3.9 of the Amended By-Laws to address matters relating to the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including, among other things, addressing the color of proxy cards reserved for use by the Company, requiring that a shareholder’s nomination notice contain a representation that it intends to solicit proxies from shareholders representing at least 67% of the voting power of shares entitled to vote on the election of directors, and requiring the shareholder to provide reasonable evidence of satisfaction of the Universal Proxy Rules; and • Section 3.16 of the Amended By-Laws to ref”
MLYS Mineralys Therapeutics, Inc.

Mineralys Therapeutics, Inc.: Amended and restated bylaws to establish procedures for stockholder proposals and director nominations, and conform to amended charter (effective 2023-02-14).

“On February 14, 2023, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors to become effective upon the effectiveness of the Restated Certificate, became effective.”
MLYS Mineralys Therapeutics, Inc.

Mineralys Therapeutics, Inc.: Filed amended and restated certificate of incorporation upon IPO closing, increasing authorized common stock to 500M shares, authorizing 50M undesignated preferred shares, establishing a classified board, requiring cause for director removal, and eliminating stockholder action by written consent (effective 2023-02-14).

“On February 14, 2023, Mineralys Therapeutics, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the “IPO”) of shares of its common stock.”
SLND Southland Holdings, Inc.

Southland Holdings, Inc.: Company ceased to be a shell company due to business combination.

“the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
SLND Southland Holdings, Inc.

Southland Holdings, Inc.: Adopted Amended and Restated Bylaws.

“upon the Closing, pursuant to the terms of the Merger Agreement, the Company adopted the Amended and Restated Bylaws”
SLND Southland Holdings, Inc.

Southland Holdings, Inc.: Filed Second A&R Charter with Delaware Secretary of State.

“On the Closing Date, the Company filed the Second A&R Charter with the Secretary of State of the State of Delaware.”
TALO TALOS ENERGY INC.

TALOS ENERGY INC.: Approved second amended and restated bylaws effective at closing (effective 2023-02-13).

“The Second A&R Bylaws became effective at the Closing.”
TALO TALOS ENERGY INC.

TALOS ENERGY INC.: Amended and restated certificate of incorporation to declassify board, modify director removal, amend exclusive forum provisions, and make administrative changes (effective 2023-02-13).

“On February 13, 2023, Talos filed with the Office of the Secretary of State of the State of Delaware the Second A&R Charter to (i) declassify the Talos Board from three classes to one class at the 2025 annual meeting of stockholders”
PRPL Purple Innovation, Inc.

Purple Innovation, Inc.: Designated a new series of preferred stock (PRPLS) via Certificate of Designation (effective 2023-02-14).

“The Special Committee approved a Certificate of Designation, which designates the rights, preferences, powers and privileges of the PRPLS.”
Black Knight, Inc.

Black Knight, Inc.: Amended bylaws to implement proxy access for stockholder director nominations (effective 2023-02-08).

“On February 8, 2023, the Board of Directors (the “Board”) of Black Knight, Inc. (“Black Knight” or the “Company”) amended and restated the Company’s bylaws to implement a “proxy access” procedure for stockholder director nominations.”
ECOR electroCore, Inc.

electroCore, Inc.: Certificate of Amendment filed to effect a 1-for-15 reverse stock split of common stock (effective 2023-02-15).

“On February 13, 2023, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”
CONTRAFECT Corp

CONTRAFECT Corp: Amended certificate of incorporation to effect a 1-for-80 reverse stock split (effective 2023-02-14).

“At 5:00 p.m., Eastern Time, on February 14, 2023 (the “Effective Time”), a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) became effective that implemented the reverse stock split of the Company’s common stock at a ratio of 1-for-80 (the “Reverse Stock Split”).”
Athenex, Inc.

Athenex, Inc.: Filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to implement a 1-for-20 reverse stock split and reduce authorized shares from 500,000,000 to 25,000,000, effective February 15, 2023 (effective 2023-02-15).

“On February 13, 2023, Athenex, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, with the Delaware Secretary of State to implement a reverse stock split of the Company’s issued shares of common stock at a ratio of 1-for-20, effective at 12:01 a.m. Eastern Time on February 15, 2023 (the “Reverse Stock Split”), previously approved by the Company’s Board of Directors.”
VAPOTHERM INC

VAPOTHERM INC: Adopted Second Amended and Restated Bylaws incorporating amendments for universal proxy rules, DGCL changes, and other procedural updates (effective 2023-02-08).

“On February 8, 2023, the Board of Directors (the “Board”) of Vapotherm, Inc. (the “Company”) approved and adopted Second 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”).”

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.