Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Aclaris Therapeutics, Inc.: Increased authorized common stock from 200,000,000 to 400,000,000 shares (effective 2025-06-05).
“the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 200,000,000 shares to 400,000,000 shares”
Datadog, Inc.: Amended and restated certificate of incorporation to limit officer liability for breach of fiduciary duty of care and make non-substantive clarifying changes (effective 2025-06-04).
“the stockholders of the Company approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (as amended and restated. the “Restated Charter”) to limit the liability of certain officers for monetary liability for breach of the fiduciary duty of care to the extent permitted by Delaware law and to make additional non-substantive and clarifying changes. Following approval by the Company’s stockholders, the Restated Charter became effective upon its filing with the Delaware Secretary of State on June 4, 2025.”
El Pollo Loco Holdings, Inc.: Amended certificate of incorporation to declassify the board of directors and eliminate supermajority voting requirements (effective 2025-06-03).
“As disclosed in Item 5.07 of this Form 8-K, at the Annual Meeting the Company’s stockholders approved amendments (the “Amendments”) to the Company’s Amended and Restated Certificate of Incorporation to provide for the declassification of the Board of Directors of the Company and the elimination of supermajority voting requirements.”
Cogent Biosciences, Inc.: Stockholders approved an amendment to the certificate of incorporation to provide for officer exculpation from liability, which was filed and became effective on June 4, 2025 (effective 2025-06-04).
“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide for exculpation from liability for officers of the Company, as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2025 (the “Amendment”). On June 4, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.”
Sphere Entertainment Co.: Adopted Nevada Bylaws upon redomestication from Delaware to Nevada (effective 2025-06-04).
“The Company also adopted new bylaws (the "Nevada Bylaws") in connection with the Redomestication.”
Sphere Entertainment Co.: Adopted Nevada Charter upon redomestication from Delaware to Nevada (effective 2025-06-04).
“On June 4, 2025, the Company effected the Redomestication pursuant to the Plan of Conversion by filing”
Academy Sports & Outdoors, Inc.: Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to remove supermajority voting requirements, declassify the Board with phase-in of annual director elections, and add officer exculpation provision (effective 2025-06-05).
“On June 5, 2025, as described below, upon the recommendation of the Board of Directors (the “Board”) of Academy Sports and Outdoors, Inc. (the “Company”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) remove the supermajority voting requirements for stockholders to amend the Company’s Amended and Restated Bylaws and certain provisions of the Company’s Amended and Restated Certificate of Incorporation (the “Supermajority Voting Amendment”), (ii) declassify the Board and phase-in annual director elections starting with the Company’s 2026 Annual Meeting of Stockholders (the “Board Declassification Amendment”), and (iii) add a provision exculpating certain officers of the Company from liability in specific circumstances, as permitted by Delaware law (the “Officer Exculpation Amendment,” and, collectively with the Supermajority Voting Amendment and the Board Declassification Amendment, the “Amendments”).”
Leonardo DRS, Inc.: Amended and restated bylaws to remove a 'pop-up' supermajority requirement to amend, alter, or repeal the bylaws, consistent with the charter amendment (effective 2025-06-05).
“The Bylaws were amended and restated to remove a “pop-up” supermajority requirement to amend, alter, or repeal the Bylaws consistent with the provisions in the Amendment.”
Leonardo DRS, Inc.: Removed certain 'pop-up' supermajority voting requirements in Article Twelfth of the Amended and Restated Certificate of Incorporation, changing approval thresholds from 66 2/3% to a majority vote for certain amendments (effective 2025-06-05).
“The Amendment calls for the elimination of requirements in Article Twelfth that currently provide that under certain circumstances, certain provisions of the Charter may only be altered, amended, or repealed and any provisions inconsistent therewith be adopted or added if such alteration, amendment, repeal, adoption or addition is approved by 66 2⁄3% of the voting power of the outstanding common stock then entitled to vote at any annual meeting or special meeting of stockholders.”
Hennessy Capital Investment Corp. VI: Company name changed from Hennessy Capital Investment Corp. VI to Red Rock Acquisition Corporation via amended and restated certificate of incorporation, and bylaws were amended and restated in connection with the SPAC Merger (effective 2025-06-05).
“On June 5, 2025, the Company filed a Certificate of Merger with the Delaware Secretary of State which, among other things, amended and restated the Company’s certificate of incorporation”
Waystar Holding Corp.: Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation at the 2025 annual meeting (effective 2025-06-04).
“On June 4, 2025, the stockholders of the Company approved an amendment (the "Certificate of Amendment") to the Company’s Amended and Restated Certificate of Incorporation at the Company’s 2025 annual meeting of stockholders (the "Annual Meeting"), as further described under”
USBC, Inc.: Certificate of Designation for Series H Convertible Preferred Stock filed and effective (effective 2025-06-02).
“On May 30, 2025, in connection with the Conversion Agreement, the Company’s Board of Directors approved the adoption and filing of a Certificate of Designation for 30,000 shares of Series H Convertible Preferred Stock (“Series H Certificate of Designation”), a newly created classes of preferred stock. The Series H Certificate of Designation were filed and became effective with the Secretary of State of Nevada on June 2, 2025.”
MARKEL GROUP INC.: Removal of provisions for Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares from the Amended and Restated Articles of Incorporation (effective 2025-06-04).
“Effective as of June 4, 2025, the Amended and Restated Articles of Incorporation of Markel Group Inc. (the Company) were amended and restated (the Amended and Restated Articles), with the sole amendment being the removal of the provisions for the Company’s Series A 6.000% Fixed-Rate Reset Non-Cumulative Preferred Shares (the Series A Preferred Shares).”
Amphastar Pharmaceuticals, Inc.: Approved amendment to Bylaws to clarify exclusive forum selection for certain legal actions (effective 2025-06-02).
“the board of directors of the Company approved an amendment to the amended and restated bylaws of the Company (the “Bylaws” and such amendment, the "Bylaws Amendment”) clarifying that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the United States District Court for the District of Delaware) and any appellate court therefrom will be the sole and exclusive forum”
Amphastar Pharmaceuticals, Inc.: Approved amendment to Charter to remove forum selection provision (effective 2025-06-02).
“and (ii) to remove the forum selection provision (the “Forum Selection Amendment,” and together with the Exculpation Amendment, the “Charter Amendments”).”
Amphastar Pharmaceuticals, Inc.: Approved amendment to Charter to include officer exculpation provisions under Delaware law (effective 2025-06-02).
“the stockholders of the Company voted on and approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) (i) to reflect Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”);”
HeartSciences Inc.: Filed Certificate of Designations for Series D Convertible Preferred Stock, designating 4,285,714 shares as Series D Preferred Stock, effective May 21, 2025 (effective 2025-05-21).
“On May 28, 2025, the Company was notified by the Secretary of State of the State of Texas (the “Texas Secretary of State”) that the Company’s Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Stock (the “Certificate of Designations”) was filed with the Texas Secretary of State, effective as of May 21, 2025, designating 4,285,714 shares of the Company’s preferred stock, $0.001 par value per share, as the Company’s Series D Convertible Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”).”
Lipocine Inc.: Reduction of authorized common stock from 200,000,000 to 75,000,000 shares via amendment to Amended and Restated Certificate of Incorporation (effective 2025-06-04).
“On June 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware.”
Semler Scientific, Inc.: Amended Section 12 to reflect updated DGCL 219 (stockholder list no longer required at meetings) and removed a restriction in Section 13 on action without meeting per DGCL 228 (effective 2025-06-04).
“On June 4, 2025, Semler Scientific, Inc.’s board of directors approved and adopted its Fourth Amended and Restated Bylaws, or the Fourth A&R Bylaws, with immediate effect.”
Avalon GloboCare Corp.: Amended beneficial ownership limitation in Series C Certificate of Designations from 19.99% to 4.99% (effective 2025-05-29).
“On May 29, 2025, the Company filed a certificate of amendment to the Series C Certificate of Designations (the “Certificate of Amendment”), pursuant to which the beneficial ownership limitation of 19.99% was amended to 4.99%.”
TMC the metals Co Inc.: Removed outdated registered office address from Article 15.8 of the Articles to avoid needing future amendments when the address changes (effective 2025-05-29).
“On May 29, 2025, the Company adopted an amendment to the Articles of the Company (“Articles”) which removed from Article 15.8 of the Articles the outdated address of the registered office of the Company in Vancouver, British Columbia, Canada, which recently changed from 595 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 2T5 Canada to 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia,V6E 2J3 Canada (the “Amendment”).”
LQR House Inc.: Increased authorized common stock from 10,000,000 to 350,000,000 shares and corresponding capital stock change (effective 2025-06-02).
“On June 2, 2025, LQR House Inc., a Nevada corporation (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Articles of Incorporation (the “ Articles of Incorporation ”) with the Secretary of State of Nevada to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) from 10,000,000 to 350,000,000 and to make a corresponding change to the number of authorized shares of capital stock, effective as of 9:00 a.m. (New York time) on June 2, 2025”
RYAN SPECIALTY HOLDINGS, INC.: The Board approved an amendment and restatement of the Bylaws to adopt procedures for special meetings, majority voting standard for uncontested elections, and a resignation policy (effective 2025-05-30).
“Additionally, the Board approved an amendment and restatement of the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Certificate. The Bylaws were amended and restated to: • adopt qualifications and procedures specifying the ownership percentage and information requirements that a stockholder or stockholders must provide to exercise their right to call a special meeting; • implement a majority voting standard for the election of directors in uncontested director elections, with a plurality voting standard applying to contested director elections; • adopt a market standard resignation policy with respect to director nominees consistent with the majority voting standard, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or her re-election will be required to promptly tender his or her resignation to the Board, subject to acceptance by the Board; and • Make certain conforming an”
RYAN SPECIALTY HOLDINGS, INC.: Stockholders approved multiple amendments to the Amended and Restated Certificate of Incorporation, including declassification of the board, majority voting standard, removal of supermajority provisions, sunset of Class B stock voting disparity by 2029, and other changes (effective 2025-05-30).
“On May 30, 2025, Ryan Specialty Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting the stockholders voted to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to: • approve an amendment to the Certificate to declassify the Board of Directors (the “Board”) and phase-in annual director elections; • approve an amendment to the Certificate to replace the plurality voting standard with a majority voting standard in uncontested director elections”
Nuveen Churchill Private Capital Income Fund: Adoption of Fourth Amended and Restated Bylaws changing quorum requirement from one-third to a majority of outstanding common shares (effective 2025-05-29).
“The information provided in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.”
RenX Enterprises Corp.: Filed certificate of designations for Series A Preferred Stock with Delaware Secretary of State (effective 2025-06-02).
“On June 2, 2025 the Company filed a certificate of designations for the Series A Preferred Stock with the Delaware Secretary of State (the “Series A Certificate of Designations”) which sets forth the following key terms.”
RenX Enterprises Corp.: Amended quorum requirement from previous level to 34% of outstanding shares entitled to vote (effective 2025-05-29).
“Effective as of May 29, 2025, the Board of Directors (the “Board”) of the Company approved an amendment (the “Bylaws Amendment”) to the quorum requirement contained in Section 3.5 of the Company’s amended and restated bylaws (the “Bylaws”) to provide that the holders of thirty-four percent (34%) of the outstanding shares of stock of the Company entitled to vote at a stockholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.”
Agassi Sports Entertainment Corp.: Company ceased being a shell company and transitioned to a start-up/development stage company (effective 2025-05-31).
“the Company is no longer a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), and effective on the date of the closing of the Trademark Acquisition Agreement, May 31, 2025, the Company ceased being a “ shell Company ”, and transitioned to being a start-up/development stage company.”
PEOPLES FINANCIAL SERVICES CORP.: Amended Sections 13.2 and 19.1 to clarify roles of CEO and President regarding distinct offices and Executive Committee composition (effective 2025-05-30).
“On and effective May 30, 2025, the board of directors of Peoples Financial Services Corp. (the “Company”) approved the Third Amended and Restated Bylaws of the Company, which amended Sections 13.2 and 19.1 of the bylaws.”
ZIMMER BIOMET HOLDINGS, INC.: Amended Restated Certificate of Incorporation to limit personal liability of certain officers for monetary damages for breach of duty of care as permitted under Delaware law (effective 2025-05-29).
“At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Charter”).”
InfuSystem Holdings, Inc: Amended and Restated Certificate of Incorporation to remove obsolete blank check company provisions, designate exclusive forums, and limit officer liability under Delaware law (effective 2025-05-20).
“On May 20, 2025, the Company filed with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Incorporation to implement the Charter Amendments, which became effective upon filing.”
Warner Bros. Discovery, Inc.: Board amended and restated bylaws to implement the stockholder special meeting right (effective 2025-06-02).
“Upon the effectiveness of the Third Restated Certificate, on June 2, 2025, the Board amended and restated the bylaws of the Company (as amended, the "Second Amended and Restated Bylaws").”
Warner Bros. Discovery, Inc.: Stockholders approved the Third Restated Certificate, allowing stockholders owning 20% or more voting power to call special meetings and eliminating inoperative provisions (effective 2025-06-02).
“At the Annual Meeting, the Company's stockholders approved an amendment and restatement of the Company's certificate of incorporation (as amended and restated, the "Third Restated Certificate"), which had previously been approved by the Board, subject to stockholder approval.”
COASTAL FINANCIAL CORP: Amended bylaws to remove director age limit, allow board to amend bylaws affecting director qualifications, and add detailed advance notice requirements for shareholder proposals and director nominations (effective 2025-05-28).
“At the 2025 annual meeting of shareholders on May 28, 2025 (the “Annual Meeting”), the shareholders of Coastal Financial Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws which (i) removed Section 2.3 which prohibited the nomination, election, re-election or appointment of a person to the Board of Directors who is or will be 72 years old or older during his or her proposed term of office and (ii) amended Section 9.2 to permit the Board of Directors to amend, alter, or repeal any Bylaws in a manner that would affect the qualifications or term of office of the directors. In addition, on May 28, 2025, the Board of Directors of the Company approved amendments to the Amended and Restated Bylaws to include more detailed advance notice and disclosure requirements for shareholder proposals and director nominations, including expanded information about shareholders, nominees, and associated persons, as well as new requirements for proxy solicitation an”
Transocean Ltd.: Organizational Regulations amended to update Article 5 regarding power and duties of Lead Independent Director (effective 2025-05-30).
“Effective May 30, 2025, the Organizational Regulations of the Company (as amended, the “Organizational Regulations”) were amended by the Company’s Board of Directors to update Article 5 therein to reflect the power and duties of the Board’s Lead Independent Director.”
Transocean Ltd.: Articles of Association further amended to reflect capital authorizations and share issuances approved at AGM (effective 2025-05-30).
“Following the conclusion of the AGM, on May 30, 2025, the Articles of Association of the Company were further amended to reflect (i) the approval by shareholders at the AGM of (a) the general capital authorization proposal, which permits the issuance of up to 188,165,780 Shares pursuant to the authorization, for a term expiring on May 30, 2026 and (b) the specific capital authorization proposal that may be used to satisfy the Company’s equity incentive plans obligations, which permits the issuance of up to 16,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 30, 2030; and (ii) changes in the Company’s total issued share capital resulting from the issuances of 188,165,780 Shares and 16,000,000 Shares into treasury pursuant to the capital authorizations approved at the AGM.”
Transocean Ltd.: Articles of Association amended to reflect capital authorizations approved at AGM and changes in issued share capital (effective 2025-05-28).
“On May 28, 2025, the Articles of Association of the Company were amended to reflect changes in the Company’s total issued share capital resulting from the issuance of 59,015,000 Shares into treasury to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of U.S. $5,901,500.00.”
Taysha Gene Therapies, Inc.: Increase in authorized common stock from 400,000,000 to 700,000,000 (effective 2025-06-02).
“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Amendment ”) to increase the authorized number of shares of common stock from 400,000,000 to 700,000,000.”
TruGolf Holdings, Inc.: Increased authorized shares of Class A Common Stock from 90,000,000 to 650,000,000 (effective 2025-06-02).
“stockholders approved a proposal to approve a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate Amendment”) which would amend the Company’s existing certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s Class A Common Stock from 90,000,000 shares to 650,000,000 shares. The Certificate Amendment became effective upon filing with the Delaware Secretary of State on June 2, 2025.”
PAR TECHNOLOGY CORP: Amended Bylaws to enhance procedural mechanics and disclosure requirements for proposals and director nominations, incorporate universal proxy rules, and make administrative changes (effective 2025-06-02).
“Also at the Annual Meeting, the Company’s shareholders approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to (a) enhance the procedural mechanics and disclosure requirements relating to proposals of business and director nominations, including amendments to incorporate “universal proxy” rules, and (b) make certain other administrative, technical, and conforming changes (collectively, the “Bylaws Amendments”).”
PAR TECHNOLOGY CORP: Added new Article Thirteenth to the Restated Certificate of Incorporation to eliminate monetary liability of certain officers in limited circumstances (effective 2025-06-02).
“On June 2, 2025, PAR Technology Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to add a new Article Thirteenth providing for the elimination of monetary liability of certain officers of the Company in certain limited circumstances (the “Charter Amendment”).”
PULTEGROUP INC/MI/: Removed Certificate of Designation of Series A Junior Participating Preferred Shares from Restated Articles of Incorporation via a Certificate of Elimination (effective 2025-06-02).
“On June 2, 2025, PulteGroup, Inc. (the “Company”) filed a Certificate of Elimination of Series A Junior Participating Preferred Shares (the “Series A Preferred Shares”) with the Michigan Department of Licensing and Regulatory Affairs, thereby removing the Certificate of Designation of such Series A Preferred Shares from the Company’s Restated Articles of Incorporation, as amended.”
DYADIC INTERNATIONAL INC: Amended and restated the Third Amended and Restated Bylaws to clarify election inspector roles, virtual meeting procedures, stockholder list provisions, and update officer and board committee meeting provisions (effective 2025-05-29).
“On May 29, 2025, the Board amended and restated the Company’s Third Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately.”
bluebird bio, Inc.: Bylaws amended and restated in their entirety (effective 2025-06-02).
“on June 2, 2025, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation.”
bluebird bio, Inc.: Certificate of incorporation amended and restated in its entirety (effective 2025-06-02).
“on June 2, 2025, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation.”
Lyra Therapeutics, Inc.: Certificate of Amendment to Restated Certificate of Incorporation to effect a 1-for-50 reverse stock split, effective May 27, 2025 at 5:00 p.m. Eastern Time (effective 2025-05-27).
“On May 27, 2025, Lyra Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), effective May 27, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”)”
H&E Equipment Services, Inc.: Company certificate of incorporation and bylaws amended and restated in connection with acquisition.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
WORKIVA INC: Amended certificate of incorporation to allow officer exculpation under Delaware law, effective May 29, 2025 (effective 2025-05-29).
“the stockholders of Workiva Inc., a Delaware corporation (the "Company"), approved an amendment (the "Amendment") to the Company's Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law”
BOLLINGER INNOVATIONS, INC.: Certificate of Amendment to effect a 1-for-100 reverse stock split of common stock (effective 2025-06-02).
“On May 30, 2025, Mullen Automotive Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse stock split (the “ Reverse Stock Split ”) of its common stock, par value $0.001 per share (the “ Common Stock ”).”
Techpoint, Inc.: Bylaws were amended and restated in their entirety at the Effective Time in accordance with the Merger Agreement.
“at the Effective Time, the bylaws of the Company were amended and restated in their entirety.”
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.