Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Regen BioPharma Inc: Amendment to Certificate of Designations reducing Series NC Preferred Stock votes per share to 334 as of March 6, 2023 (effective 2023-03-06).
“An amendment to the Certificate of Designations of the Company’s Series NC Preferred Stock reducing that number of votes per share of Series NC Preferred stock to three hundred and thirty four votes per share as of March 6, 2023”
Regen BioPharma Inc: Amendment to Certificate of Designations reducing Series AA Preferred Stock votes per share to seven as of March 6, 2023 (effective 2023-03-06).
“An amendment to the Certificate of Designations of the Company’s Series AA Preferred Stock reducing that number of votes per share of Series AA Preferred stock to seven votes per share as of March 6, 2023.”
NewtekOne, Inc.: Designated 20,000 shares as Series A Convertible Preferred Stock via Articles Supplementary (effective 2023-02-03).
“On February 3, 2023, the Company, in connection with the issuance of its Series A Preferred Stock described above, designated 20,000 shares of its authorized and unissued stock as Series A Convertible Preferred Stock and filed Articles Supplementary to the Company’s amended and restated charter with the State Department of Assessments and Taxation of Maryland”
My City Builders, Inc.: Company changed its corporate name to My City Builders, Inc. via a merger with a wholly owned subsidiary, with the only change to articles of incorporation being the name change (effective 2023-01-31).
“On January 31,2023, the Company changed its corporate name to My City Builders, Inc., through the merger of the Company with its wholly owned subsidiary, My City Builders, Inc., a Nevada corporation (the “Subsidiary”).”
LiveOne, Inc.: Filed Certificate of Designation designating 100,000 shares of preferred stock as Series A Perpetual Convertible Preferred Stock (effective 2023-02-02).
“On February 2, 2023, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware designating 100,000 shares of the Company’s preferred stock as “Series A Perpetual Convertible Preferred Stock”.”
NEW RELIC, INC.: Amended and restated bylaws to adopt Universal Proxy Rules requirements, modify stockholder meeting adjournment procedures and stockholder list provisions per recent DGCL amendments, and make other ministerial updates (effective 2023-02-01).
“On February 1, 2023, in connection with the adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of the Company, the Board adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”
Aquestive Therapeutics, Inc.: Amended and restated Bylaws to update provisions on adjourned stockholder meetings, stockholder list inspection, and director nomination requirements, including compliance with Universal Proxy Rules (effective 2023-02-02).
“On February 2, 2023, the Board of Directors (the “Board”) of Aquestive Therapeutics, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), effective immediately.”
CarParts.com, Inc.: The board amended and restated the bylaws, revising advance notice procedures for stockholder nominations and proposals, updating stockholder meeting provisions, written consent mechanics, board operations, and making ministerial changes, effective immediately on February 6, 2023 (effective 2023-02-06).
“On February 6, 2023, the board of directors (the “Board”) of CarParts.com, Inc. (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
KUSTOM ENTERTAINMENT, INC.: Filed certificate of amendment to effect a one-for-twenty reverse stock split of common stock (effective 2023-02-06).
“On February 6, 2023, Digital Ally, Inc. (the “Company”), acting pursuant to authority received at the annual meeting of its stockholders on December 7, 2022, filed a certificate of amendment (the “Certificate of Amendment”) to its articles of incorporation, as amended (the “Articles of Incorporation”), to effect a one-for-twenty reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), effective as of the time of filing (the “Effective Time”).”
Commercial Vehicle Group, Inc.: Approved amendment and restatement of bylaws, updating advance notice provisions for Universal Proxy Rules, adding procedural requirements, exclusive forum provision, and other changes (effective 2023-02-01).
“On February 1, 2023, the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.”
ILLUMINA, INC.: Amended and restated bylaws to address new universal proxy rules, including nomination procedures and proxy card color (effective 2023-02-01).
“On February 1, 2023, the Board approved an amendment and restatement of the bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day, in order to address recently effective amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ( i.e. , federal proxy rules regarding the use of “universal” proxy cards in contested director elections) , including by:”
WESTERN DIGITAL CORP: The Company filed a Certificate of Designations to establish and fix the terms of the Preferred Stock.
“On the Closing Date, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish and fix the terms of the Preferred Stock. The Certificate of Designations became effective upon filing.”
MASIMO CORP: Board approved amended and restated bylaws reverting to Second Amended and Restated Bylaws dated October 24, 2019, but with a specific notice period for the 2023 annual meeting of stockholders (March 24, 2023 to April 24, 2023) (effective 2023-02-05).
“On February 5, 2023, the Board of Directors (the “Board”) of Masimo Corporation, a Delaware corporation (the “Corporation”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) which revert to the Second Amended and Restated Bylaws of the Corporation, dated as of October 24, 2019 (included as Exhibit 3.1 to the Current Report on Form 8-K, filed by the Corporation with the U.S. Securities and Exchange Commission on October 30, 2019), except that the Amended and Restated Bylaws continue to provide that the period for stockholders to give notice of their intention to nominate directors to stand for election and to submit stockholder proposals for consideration at the 2023 annual meeting of stockholders will begin on March 24, 2023 and will remain open for one month, closing at 6:00 p.m. local time in Wilmington, Delaware on April 24, 2023.”
GILEAD SCIENCES, INC.: Reduced ownership threshold for calling special meeting from 20% to 15% (effective 2023-02-06).
“Effective February 6, 2023, the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (the “Company”), adopted Amended and Restated Bylaws to reduce the ownership threshold required to call a special meeting of stockholders to provide that one or more stockholders owning in the aggregate not less than fifteen percent (15%) of the Company’s outstanding common stock shall have the right to call a special meeting.”
RITE AID CORP: Amended and Restated By-Laws to update stockholder nomination procedures and meeting provisions (effective 2023-02-01).
“On February 1, 2023, the board of directors of Rite Aid Corporation (the “Company”) adopted the Amended and Restated By-Laws of the Company (the “Amended By-Laws”), effective as of such date.”
IDEANOMICS, INC.: Filed Certificate of Designation of Series C Convertible Preferred Stock with Nevada Secretary of State (effective 2023-01-31).
“In connection with the Merger, Parent filed Certificate of Designation of Series C Convertible Preferred Stock with the office of the Secretary of State of the State of Nevada.”
Perspective Therapeutics, Inc.: The Board approved a change in the Company's fiscal year end from June 30 to December 31, effective immediately (effective 2023-01-31).
“On January 31, 2023, the Board approved a change in the fiscal year end of the Company from June 30 to December 31.”
DIEBOLD NIXDORF, Inc: Amended code of regulations to increase maximum board size from 13 to 14 directors (effective 2023-02-02).
“On February 2, 2023, the Board resolved to amend the Amended and Restated Code of Regulations of the Company (the “Regulations”), effective immediately, to increase the size of the Board from not more than thirteen (13) persons to not more than fourteen (14) persons.”
DIH HOLDING US, INC.: Shareholders approved amendment to extend the Combination Period from February 9, 2023 to August 9, 2023, allowing six additional one-month extensions (effective 2023-02-09).
“a special resolution to amend the Company’s Amended and Restated Articles of Association giving the Company the right to extend the Combination Period six (6) times for an additional one (1) month each time, from February 9, 2023 to August 9, 2023 (the “Extension Amendment”)”
NORTHERN REVIVAL ACQUISITION Corp: Amended and Restated Memorandum and Articles of Association to extend deadline for initial business combination from February 4, 2023 to September 4, 2023 (effective 2023-01-27).
“On January 27, 2023, Noble Rock Acquisition Corp. (the “ Registrant ”) held an extraordinary general meeting of its shareholders (the “ Meeting ”), to amend the Registrant’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment ”) to extend the date by which the Registrant has to consummate an initial business combination from February 4, 2023 to September 4, 2023 or such earlier date as determined by the board.”
Jaws Mustang 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 4, 2023 to February 4, 2024, and to remove the limitation that the company may not redeem public shares if it would cause net tangible assets to (effective 2023-02-02).
“On February 1, 2023, JAWS Mustang 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 4, 2023 to February 4, 2024 (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 ”) . The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on February 2, 2023, the Company filed the Articles Ame”
Sizzle Acquisition Corp.: Amended certificate of incorporation to extend deadline for initial business combination from February 8, 2023 to August 8, 2023 (effective 2023-02-02).
“On February 1, 2023, Sizzle Acquisition Corp., a Delaware corporation (the “ Company ”), held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from February 8, 2023 to August 8, 2023 (or such earlier date as determined by the board of directors of the Company (the “ Board ”)). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 2, 2023.”
CC Neuberger Principal Holdings III: On February 1, 2023, shareholders approved amendments to the Company's amended and restated memorandum and articles of association to extend the deadline to consummate a business combination from February 5, 2023 to May 5, 2023, with possible further monthly extensions up to January 29, 2024, and to (effective 2023-02-01).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 1, 2023, the Company held the Extension Meeting (1) to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from February 5, 2023 (the “ Original Termination Date ”) to May 5, 2023 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the Original Termination Date, unless”
Nuburu, Inc.: Ceased to be a shell company as a result of the Merger.
“As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
Nuburu, Inc.: Adopted new Code of Business Conduct and Ethics effective January 31, 2023 (effective 2023-01-31).
“Following the consummation of the Business Combination, on January 31, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics (the “Code of Conduct”). The Code of Conduct applies to all of the Company’s employees, executive officers and directors.”
Nuburu, Inc.: Amended and restated certificate of incorporation effective January 31, 2023 (effective 2023-01-31).
“On the Closing Date, in connection with the consummation of the Business Combination, the Company’s certificate of incorporation was amended and restated (as amended, the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on January 31, 2023 and includes the amendments proposed by the Charter Proposals.”
AppLovin Corp: Amended and restated bylaws to align with Delaware law changes, enhance procedural mechanics for stockholder nominations, and make other clarifying changes (effective 2023-02-03).
“On February 3, 2023, the Board of Directors (the “Board”) of AppLovin Corporation (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective February 3, 2023.”
RESIDEO TECHNOLOGIES, INC.: 修订章程以采纳通用代理规则相关条款 (effective 2023-02-06).
“On February 6, 2023, the Board of Directors of Resideo Technologies, Inc. (the “Company”) further amended and restated the Company’s Amended and Restated By-laws (as further amended and restated, the “Restated By-laws”), effective immediately, to address the recently effective universal proxy rule, including: • Allowing the Company, unless otherwise required by law, to consider certain stockholder nominations of director candidates to be null and void where any stockholder (i) provides notice pursuant to Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended, and (ii) subsequently (A) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19, (B) fails to comply with the requirements of Rule 14a-19, or (C) fails to provide reasonable evidence sufficient to satisfy the Company that the requirements of Rule 14a-19 have been met; and •”
Alteryx, Inc.: Board approved and adopted amended and restated bylaws to address universal proxy rules, DGCL changes, meeting procedures, advance notice provisions, and other updates (effective 2023-02-02).
“On February 2, 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 the Company, the Board approved and adopted the Company’s amended and restated bylaws (the “ Amended and Restated Bylaws ”), which became immediately effective.”
BRAIN SCIENTIFIC INC.: 1-for-85 reverse stock split effected by filing Certificate of Amendment to Certificate of Incorporation (effective 2023-02-03).
“On January 31, 2023, Brain Scientific Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”) in order to effectuate a 1-for-85 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Split”). The Reverse Split was approved by the Financial Industry Regulatory Authority (FINRA) and became effective in the market on February 3, 2023 (the “Effective Date”).”
Super League Enterprise, Inc.: Filed Series A Certificate of Designation designating 2,299 shares of Series A Preferred Stock (effective 2023-01-31).
“On January 31, 2023, the Company filed the Series A Certificate of Designation, designating 2,299 shares of Series A Preferred in connection with the Offering.”
Ellington Financial Inc.: Filed Certificate of Designations establishing terms of 8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock, effective February 3, 2023 (effective 2023-02-03).
“On February 3, 2023, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 4,600,000 shares of the Company’s authorized preferred stock as shares of 8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share (“Series C Preferred Stock”), with the designations, powers, rights, preferences, qualifications, limitations and restrictions as set forth in the Certificate of Designations. The Certificate of Designations became effective upon filing on February 3, 2023.”
Village Bank & Trust Financial Corp.: Amended Bylaws to set number of directors at ten (10) (effective 2023-01-01).
“Effective January 1, 2023, the Board of Directors (the “Board”) of Village Bank and Trust Financial Corp. (the “Company”) amended the Company’s Bylaws to set the number of Directors at ten (10).”
AIRGAIN INC: Board approved and adopted amended and restated bylaws, effective February 1, 2023, addressing universal proxy rules and enhancing stockholder nomination and proposal disclosure requirements (effective 2023-02-01).
“On February 1, 2023, the board of directors (the “Board”) of Airgain, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; and • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional backgroun”
American Airlines Group Inc.: Amended bylaws to address universal proxy rules and require proxy card color other than white (effective 2023-01-31).
“On January 31, 2023, the Board of Directors (the “Board”) of American Airlines Group Inc. (the “Company”) approved certain amendments to the Company’s Third Amended and Restated Bylaws, effective immediately (the “Amendments”). Among other things, the Amendments (i) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, including applicable notice and solicitation requirements, and (ii) require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.”
CDT Equity Inc.: Amended charter to extend business combination deadline from February 7, 2023 to February 7, 2024 on a month-to-month basis and expand methods to avoid penny stock rules (effective 2023-02-02).
“filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 2, 2023 (the “Charter Amendment”), to (i) give the Company the right to extend the date by which the Company has to consummate a business combination from February 7, 2023, to February 7, 2024, on a month-to-month basis, and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.”
Armada Acquisition Corp. I: Amended charter to extend deadline for initial business combination from February 17, 2023 to up to August 17, 2023 (effective 2023-02-02).
“On February 2, 2023, Armada Acquisition Corp. I, a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to the Company’s Second Amended & Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware. The Amendment extends the date by which the Company must consummate its initial business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023.”
Ares Acquisition Corp: Amended the Memorandum and Articles of Association to extend the business combination deadline from February 4, 2023 to August 4, 2023, and to delete limitations on share repurchases and redemptions related to net tangible assets (effective 2023-02-02).
“On February 2, 2023, Ares Acquisition Corporation (“ AAC ” or the “ Company ”) held an extraordinary general meeting (the “ Shareholder Meeting ”) at which the Company’s shareholders approved proposals to: (1) amend the Company’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association ”) to extend the date by which the Company has to consummate a business combination from February 4, 2023 to August 4, 2023, or such earlier date as determined by the Company’s board of directors in its sole discretion (the “ Extension Amendment Proposal ”); and (2) amend the Memorandum and Articles of Association to delete: (A) the limitation on share repurchases prior to the consummation of a business combination that would cause the Company’s net tangible assets to be less than $5,000,001 following such repurchases; (B) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be l”
Crown Electrokinetics Corp.: Established the rights of Series E Preferred Stock (effective 2023-02-01).
“On February 1, 2023, the Company filed a Certificate of Designations, Preferences and Rights of the Series E Preferred Stock with the Secretary of State of the State of Delaware (the “ Series E COD ”) in connection with the Line of Credit. The Series E COD establishes the rights of the shares of Series E Preferred Stock.”
Crown Electrokinetics Corp.: Amended the conversion price of Series D Preferred Stock from $1.30 to $0.50 (effective 2023-02-01).
“On February 1, 2023, the Company filed Amendment No. 1 to the Certificate of Designations, Preferences and Rights of its Series D Preferred Stock (as amended, the “ Series D COD ”). The amendment amends the conversion price of the Company’s Series D Preferred Stock from $1.30 to $0.50.”
Alpine Income Property Trust, Inc.: Amended and restated bylaws to update provisions relating to stockholder meetings for compliance with federal proxy rules, including Rule 14a-19 (effective 2023-02-01).
“On February 1, 2023, the Board of Directors (the “Board”) of Alpine Income Property Trust, 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”).”
AVENUE THERAPEUTICS, INC.: Increased authorized shares of common stock from 20,000,000 to 75,000,000, adding 55,000,000 shares (effective 2023-02-02).
“On February 2, 2023, following the 2022 Annual Meeting, the Company filed a certificate of amendment giving effect to the Authorized Shares Amendment with the Secretary of State of the State of Delaware.”
Blue Bird Corp: Amendment to Bylaws to update director nomination procedural requirements in light of Rule 14a-19 (effective 2023-02-02).
“On February 2, 2023, the Board of Directors of Blue Bird Corporation (the “Company”) approved an amendment to the Company’s Bylaws (as so amended, the “Bylaws”) to 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 Exchange Act of 1934, as amended (“Rule 14a-19”), which generally requires the use of universal proxy cards in director election contests.”
OneMain Holdings, Inc.: Board adopted amended and restated bylaws effective February 1, 2023, enhancing director nomination disclosure and procedural requirements, updating provisions for Delaware law changes, and making clerical and conforming changes (effective 2023-02-01).
“On February 1, 2023, the Board of Directors of OneMain Holdings, Inc. (the “ Company ”) adopted and approved, effective as of such date, amended and restated bylaws of the Company (as amended and restated, the “ Bylaws ”).”
COMSovereign Holding Corp.: Lowered quorum requirement for stockholder meetings from a majority to 45% of outstanding shares (effective 2023-02-03).
“On February 3, 2023, the board of directors (the "Board”) of COMSovereign Holding Corp. (“we,” “us,” or “our company”) approved and adopted the Second Amended and Restated Bylaws (the "Amended Bylaws”) which became effectively immediately. The Amended Bylaws lowered the quorum requirement for all meetings of stockholders from the holders of a majority, to the holders of 45%, of the issued and outstanding shares of the Company’s common stock entitled to vote at all such meetings.”
FRANKLIN STREET PROPERTIES CORP /MA/: Amended and restated Bylaws to address virtual stockholder meetings, adjournment authority, and advance notice requirements for director nominations and stockholder proposals, including compliance with universal proxy rules (effective 2023-02-02).
“On and effective February 2, 2023, the Board of Directors (the “Board”) of Franklin Street Properties Corp., a Maryland corporation (the “Company”), amended and restated the Company’s Bylaws (as amended and restated, the “Amended Bylaws”).”
LITTELFUSE INC /DE: Amended Bylaws to implement universal proxy card rules, treat votes for disqualified/withdrawn nominees as abstentions, and make technical revisions (effective 2023-01-27).
“On January 27, 2023, the board of directors (the “Board”) of Littelfuse, Inc., a Delaware corporation (the “Company”), approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of January 27, 2023, to: (i) implement procedural and disclosure requirements for director nominees and shareholders proposing director nominees and other business for consideration at the Company's annual or special meetings of shareholders, including to address the U.S. Securities and Exchange Commission's recently adopted "universal proxy card" rules; (ii) provide that votes for disqualified or withdrawn director nominees will be treated as abstentions; and (iii) make technical and conforming revisions and clarifications.”
AT&T INC.: Amended Bylaws to revise advance notice and proxy access provisions and require Securities Act claims in U.S. District Court (effective 2023-01-27).
“the Board of Directors of the Company approved amendments to the Company’s Bylaws (the “Bylaws”). The amendments, among other things, (i) revise the informational and procedural requirements of the advance notice and proxy access provisions, and (ii) require causes of action arising under the Securities Act of 1933 to be brought in a United States District Court.”
FARMER BROTHERS CO: Adoption of amended and restated bylaws to reflect changes related to universal proxy rules, DGCL amendments, and other updates (effective 2023-02-01).
“On February 1, 2023, in connection with the approval of the Farmer Bros. Co.’s (the “Company”) Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) by the stockholders at the Company’s annual meeting on January 12, 2023, new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of the Company, the Board of Directors of the Company adopted and approved amended and restated bylaws (the “A&R Bylaws”), effective immediately.”
Kimco Realty OP, LLC: Amended bylaws to add proxy access provision allowing stockholders owning 3% or more common stock for at least three years to nominate director candidates for up to 20% of the board (effective 2023-01-31).
“On January 31, 2023, the Board of Directors of Kimco Realty Corporation, a Maryland corporation (the “Company”), amended and restated the company’s bylaws (the “Bylaws”) to implement proxy access by adding Article II, Section 14 of the Bylaws to permit a stockholder (or group of up to 20 stockholders), owning 3% or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to 20% of the Board elected by holders of the Company’s common stock, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.