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
OSRH OSR Holdings, Inc.

OSR Holdings, Inc.: Approved amendments to the bylaws, including changes to quorum and other governance provisions, to be effective upon completion of the business combination (effective 2025-02-13).

“Proposals No. 3A-3F – The Advisory Governance Proposals Six separate governance proposals (on a non-binding advisory basis in accordance with the requirements of the U.S Securities and Exchange Commission) relating to material differences between the current certificate of incorporation and the Amended Charter, and the current bylaws of BLAC and Amended and Restated Bylaws of BLAC to be in effect upon completion of the Business Combination.”
OSRH OSR Holdings, Inc.

OSR Holdings, Inc.: Approved and filed an Amended and Restated Certificate of Incorporation, including changes to name, preferred stock authorization, removal of directors voting requirement, corporate opportunity doctrine, quorum requirements, and other SPAC-related provisions (effective 2025-02-13).

“On February 13, 2025, Bellevue Life Sciences Acquisition Corp. (“ BLAC ”) filed an Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware.”
IVPR INSPIRE VETERINARY PARTNERS, INC.

INSPIRE VETERINARY PARTNERS, INC.: Increased authorized shares of Class A common stock to 100,000,000 (effective 2025-02-11).

“The Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada, which became effective on February 11, 2025.”
GS GOLDMAN SACHS GROUP INC

GOLDMAN SACHS GROUP INC: Filed a Restated Certificate of Incorporation reflecting the prior filing of a Certificate of Designations for 6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Z (effective 2025-02-12).

“On February 12, 2025, The Goldman Sachs Group, Inc. (the “Company”) filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting the prior filing of the Company’s Certificate of Designations to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Z, liquidation preference $25,000 per share.”
BGMS Bio Green Med Solution, Inc.

Bio Green Med Solution, Inc.: Removed Series D Ownership Limitation from Series D Convertible Preferred Stock Certificate of Designation (effective 2025-02-06).

“The Series D Amendment removes such Series D Ownership Limitation so that the shares of Series D Convertible Preferred Stock may be converted and voted without regard to such Series D Ownership Limitation.”
BGMS Bio Green Med Solution, Inc.

Bio Green Med Solution, Inc.: Removed Series C Ownership Limitation from Series C Convertible Preferred Stock Certificate of Designation (effective 2025-02-10).

“The Series C Amendment removes such Series C Ownership Limitation so that the shares of Series C Convertible Preferred Stock may be converted and voted without regard to such Series C Ownership Limitation.”
BGMS Bio Green Med Solution, Inc.

Bio Green Med Solution, Inc.: Increased authorized common shares from 100,000,000 to 250,000,000 (effective 2025-02-10).

“The Charter Amendment was filed with the Secretary of State of the State of Delaware on February 10, 2025 and became effective on such date.”
NOW ServiceNow, Inc.

ServiceNow, Inc.: Amended bylaws to add forum selection provision, adjust stockholder notice window, update director nomination rules, add proxy card color requirement, eliminate stockholder list inspection requirement, and remove classified board provisions (effective 2025-02-11).

“On February 11, 2025, the Board of Directors of ServiceNow, Inc. ("ServiceNow" or the "Company") adopted amendments to the Company's Restated Bylaws, as amended (the "Amended Bylaws").”
RETAIL OPPORTUNITY INVESTMENTS CORP

RETAIL OPPORTUNITY INVESTMENTS CORP: Company effected a merger; charter amended and restated as part of merger closing (effective 2025-02-12).

“On February 12, 2025 and effective as of the Company Merger Effective Time, as contemplated by the Merger Agreement, the charter of the Company was amended and restated to be in the form agreed to by the parties to the Merger Agreement and set forth as Exhibit C to the Merger Agreement.”
VIVK Vivakor, Inc.

Vivakor, Inc.: Filed a Certificate of Amendment to withdraw all previously designated series of preferred stock (effective 2025-02-06).

“On February 6, 2025, we filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to withdraw all previously designated series of preferred stock.”
VBIO Valion Bio, Inc.

Valion Bio, Inc.: Filed Certificate of Designation for Series A Non-Voting Convertible Preferred Stock establishing rights, preferences, and limitations (effective 2025-02-10).

“On February 10, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the License Agreement referenced in Item 1.01 above.”
CYN Cyngn Inc.

Cyngn Inc.: Cyngn Inc. filed a Certificate of Amendment to effect a 1-for-150 reverse stock split of its common stock (effective 2025-02-18).

“On January 30, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-150 ratio (the “Reverse Split”) and approved the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation, as amended, of the Company to effect the Reverse Split.”
ShoulderUP Technology Acquisition Corp.

ShoulderUP Technology Acquisition Corp.: Adopted NTA Amendments to remove share repurchase and business combination NTA limitations from the certificate of incorporation prior to the business combination's closing (effective 2025-02-06).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 6, 2025, ShoulderUp Technology Acquisition Corp. (“ SUAC ”) filed an amendment to the second amended and restated certificate of incorporation of SUAC with the Secretary of the State of Delaware (the “ Amendment ”).”
C CITIGROUP INC

CITIGROUP INC: Filed Certificate of Designations to establish a new series of preferred stock, 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF, amending the Restated Certificate of Incorporation (effective 2025-02-11).

“On February 11, 2025, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF.”
HTB HomeTrust Bancshares, Inc.

HomeTrust Bancshares, Inc.: Changed mandatory director retirement age from 72 to 75 and eliminated the Extension Option (effective 2025-02-10).

“Article II, Section 12 was amended to (i) change the Director Retirement Age to 75 and (ii) eliminate the Extension Option.”
TWST Twist Bioscience Corp

Twist Bioscience Corp: Amended the Amended and Restated Certificate of Incorporation to increase authorized common stock by 100,000,000 shares and provide for officer exculpation (effective 2025-02-10).

“At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (1) increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares and (2) provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (collectively, the “Charter Amendments”).”
CP CANADIAN PACIFIC KANSAS CITY LTD/CN

CANADIAN PACIFIC KANSAS CITY LTD/CN: Board amended and restated By-law No. 2 to update advance notice deadlines in connection with shareholder meetings (effective 2024-10-22).

“On October 22, 2024, the Board of Directors (the “Board”) of the Corporation approved and adopted the Amended and Restated By-law No. 2 of the Corporation, which became effective the same day.”
EXOZ EXOZYMES INC.

EXOZYMES INC.: Changed company name from Invizyne Technologies Inc. to eXoZymes Inc. via certificate of amendment to articles of incorporation (effective 2025-02-10).

“On February 10, 2025, Invizyne Technologies Inc. filed a certificate of amendment to its articles of incorporation to change its name to "eXoZymes Inc."”
FLS FLOWSERVE CORP

FLOWSERVE CORP: Reduced the number of directors from eleven to ten (effective 2025-02-07).

“Article III, Section 2 of the Bylaws, which sets forth the number of directors of the Company, was amended by the Board to reduce the number of directors of the Company from eleven to ten.”
NTRP NextTrip, Inc.

NextTrip, Inc.: Filed Certificate of Designation designating 451,614 shares of Series O Convertible Preferred Stock (effective 2025-02-06).

“On February 6, 2025, the Company filed a Certificate of Designation of Series O Convertible Preferred Stock (the “Series O Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 451,614 shares of the Company’s preferred stock as Series O Convertible Preferred Stock, par value $0.001 per share.”
Summit Materials, Inc.

Summit Materials, Inc.: Amended and restated bylaws effective at merger time.

“the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company)”
Summit Materials, Inc.

Summit Materials, Inc.: Amended and restated certificate of incorporation effective at merger time.

“at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended”
GOAI Eva Live Inc

Eva Live Inc: Increased authorized shares and effected a 1-for-4 reverse stock split (effective 2025-02-04).

“On February 4, 2025, Eva Live, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to increase its total authorized shares to three hundred and five million (305,000,000), consisting of three hundred million (300,000,000) shares of common stock, par value $0.0001 per share, and five million (5,000,000) shares of preferred stock, par value $0.0001 per share, and to effect a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock, effective on the filing of the Certificate of Amendment (the “Effective Time”).”
SION Sionna Therapeutics, Inc.

Sionna Therapeutics, Inc.: Amended and restated bylaws became effective, establishing procedures for stockholder actions at meetings, advance notice procedure for proposals and director nominations, and conforming to amended charter provisions.

“the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”)”
SION Sionna Therapeutics, Inc.

Sionna Therapeutics, Inc.: Fifth amended and restated certificate of incorporation filed, increasing authorized common stock to 500M shares, eliminating references to prior preferred stock series, authorizing 10M undesignated preferred shares, and eliminating stockholder ability to act by written consent and call special meet (effective 2025-01-31).

“the Company filed its fifth amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on January 31, 2025”
GPUS Hyperscale Data, Inc.

Hyperscale Data, Inc.: Amended definition of Voting Floor Price in Series G Convertible Preferred Stock certificate of designation from $5.38 to $6.244 (effective 2025-02-05).

“the definition “Voting Floor Price” was amended to be $6.244.”
DLB Dolby Laboratories, Inc.

Dolby Laboratories, Inc.: Approved amendment to provide for exculpation of certain officers from liability (effective 2025-02-05).

“At the Dolby Laboratories, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 4, 2025 via live webcast, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”).”
ITC Holdings Corp.

ITC Holdings Corp.: Eleventh Amended and Restated Bylaws increasing maximum board size from 11 to 13 and separating CEO and President offices (effective 2024-10-30).

“On October 30, 2024, the shareholder of the Company adopted the Eleventh Amended and Restated Bylaws, amending the Company’s bylaws as currently in effect.”
GSAT Globalstar, Inc.

Globalstar, Inc.: Certificate of Amendment to effect a 1-for-15 reverse stock split, reduce authorized common shares to 143,333,334, and change exchange references from NYSE to Nasdaq (effective 2025-02-10).

“On February 7, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Company’s certificate of incorporation to (i) effect the Reverse Stock Split at a ratio of 1 for 15 for each share of Common Stock effective as of February 10, 2025 at 5:30 PM ET (the “Effective Time”), (ii) effect the Authorized Share Reduction Charter Amendment to reduce the number of shares of Common Stock authorized under the certificate of incorporation in proportion to the Reverse Stock Split ratio, and (iii) change all references to the “New York Stock Exchange” in the certificate of incorporation to “Nasdaq Stock Market LLC” (the “Charter Amendments”).”
CCLD CareCloud, Inc.

CareCloud, Inc.: Increased authorized shares of common stock from 35 million to 85 million (effective 2025-02-05).

“approved an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to amend Section 4.1 of the Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock that may be issued from thirty-five million shares to eighty-five million shares”
AFJK Aimei Health Technology Co., Ltd.

Aimei Health Technology Co., Ltd.: Amendment to Article 35.2 of the Amended and Restated Articles of Association to add language regarding trust agreement amendments (effective 2025-02-06).

“Pursuant to the results of the Adjourned Meeting (defined below), Article 35.2 of the Amended and Restated Articles of Association of the Company, as in effect immediately prior to the Adjourned Meeting, was amended to insert the words “ , or, if such trust agreement has been amended, in that trust agreement, as amended from time to time, in accordance with its terms ” after the words “ and referred to in the Registration Statement ” in that Article.”
MRP Millrose Properties, Inc.

Millrose Properties, Inc.: Millrose amended and restated its Articles of Incorporation by filing Articles of Amendment and Restatement (effective 2025-02-06).

“On February 6, 2025, Millrose amended and restated its Articles of Incorporation by filing its Articles of Amendment and Restatement with the Secretary of State of the State of Maryland (the “Articles of Amendment and Restatement”).”
MRP Millrose Properties, Inc.

Millrose Properties, Inc.: Millrose amended and restated its Bylaws on the Distribution Date (effective 2025-02-06).

“On the Distribution Date, Millrose amended and restated its Bylaws (the “Amended and Restated Bylaws”).”
HPQ HP INC

HP INC: Increased number of authorized directorships from 13 to 14 (effective 2025-02-06).

“On February 4, 2025, the Board adopted amendments to the Company’s amended and restated bylaws (the “Bylaws”). The amendments, described below, and amended and restated Bylaws are effective as of February 6, 2025. The amendments to the Bylaws are solely to increase the number of authorized directorships comprising the Board from 13 to 14, in connection with the appointment to the Board of Ms. Yoon, effective as of February 6, 2025.”
DENNY'S Corp

DENNY'S Corp: Amended Bylaws to allow stockholders holding at least 25% of outstanding shares to call special meetings, replacing prior provision with no such right (effective 2025-02-05).

“At a meeting of the Board of Directors (the “Board”) of Denny’s Corporation (the “Company”) held on February 3, 2025, the Board approved and adopted, effective as of February 5, 2025, an amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”) amending Article II, Section 8 of the Bylaws to provide that special meetings of stockholders of the Company shall be called upon the written request of the beneficial owners of at least twenty-five percent (25%) of the outstanding shares of the Company entitled to be cast on the matter or matters to be brought before the proposed special meeting who comply with the notice procedures set forth in the Bylaws.”
MSIF MSC INCOME FUND, INC.

MSC INCOME FUND, INC.: Filed Articles of Amendment to effect a 2-for-1 reverse stock split of common stock (effective 2024-12-16).

“On December 16, 2024, pursuant to approval by its board of directors, MSC Income Fund, Inc. (the “Company”) completed a 2-for-1 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), by filing Articles of Amendment (the “Amendment”) with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”) pursuant to the Maryland General Corporation Law.”
BTAI BioXcel Therapeutics, Inc.

BioXcel Therapeutics, Inc.: Approved a 1-for-16 reverse stock split of common stock via amendment to the Amended and Restated Certificate of Incorporation (effective 2025-02-07).

“On February 6, 2025, BioXcel Therapeutics, Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”).”
EZRA Reliance Global Group, Inc.

Reliance Global Group, Inc.: Reduced stockholder meeting quorum from majority to 33-1/3% and updated bylaw title to reflect company name changes (effective 2025-02-04).

“The Bylaws Amendment had the effect of (i) amending the title of the bylaws to be “Bylaws of Reliance Global Group, Inc.”, to reflect the change of Company’s name since adoption of the bylaws (in May 2017, the Company’s name was changed from Eye on Media Network, Inc. to Ethos Media Network, Inc., and in October 2018, the Company’s name was changed from Ethos Media Network, Inc. to Reliance Global Group, Inc.); and (ii) reducing the quorum needed to hold a meeting of the Company’s stockholders from a majority of the shares entitled to vote, represented in person or proxy, to thirty-three and one-third (33-1/3%) percent of the shares entitled to vote, represented in person or proxy.”
HIG HARTFORD INSURANCE GROUP, INC.

HARTFORD INSURANCE GROUP, INC.: Amended bylaws to reflect name change, extend special meeting right to 25% stockholders, and make other updates and conforming changes (effective 2025-02-06).

“On February 6, 2025, the Board of Directors of the Company adopted and approved amendments to the Amended and Restated Bylaws of the Company (the "Bylaws"), effective February 6, 2025, to (i) reflect the change in the Company's name to The Hartford Insurance Group, Inc., (ii) extend the right to call a special meeting to stockholders holding at least twenty-five percent of shares of the Company’s common stock, $0.01 par value per share, then-outstanding and eligible to vote on the issue(s) to be considered at such special meeting, subject to certain conditions and limitations as set forth therein, and (iii) make certain other updates, clarifications and ministerial and conforming changes.”
HIG HARTFORD INSURANCE GROUP, INC.

HARTFORD INSURANCE GROUP, INC.: Amended and restated certificate of incorporation to change company name to The Hartford Insurance Group, Inc. and incorporate previous amendments (effective 2025-02-06).

“On February 6, 2025, the Board of Directors of The Hartford Financial Services Group, Inc. (the "Company") approved a recommendation to amend and restate the Restated Certificate of Incorporation of the Company (as so amended and restated, the "Amended and Restated Charter") to (i) change the name of the Company to The Hartford Insurance Group, Inc., effective February 6, 2025 and (ii) incorporate previous amendments to date.”
BRN BARNWELL INDUSTRIES INC

BARNWELL INDUSTRIES INC: The Board approved an amendment to Article I, Section 1.2 of the Bylaws to remove the ability of stockholders holding at least 25% of outstanding capital stock to call a special meeting of stockholders (effective 2025-02-04).

“Effective as of February 4, 2025, the Board approved an amendment to Article I, Section 1.2 of the Bylaws of the Company to remove the ability of stockholders of record who hold at least twenty-five percent (25%) in amount of the entire issued and outstanding capital stock of the Company to call a special meeting of stockholders of the Company.”
BRAND HOUSE COLLECTIVE, INC.

BRAND HOUSE COLLECTIVE, INC.: Shareholders approved an amendment decreasing authorized common shares from 100,000,000 to 80,000,000 and total capital stock from 110,000,000 to 90,000,000; preferred stock unchanged at 10,000,000 shares (effective 2025-02-05).

“On February 5, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Charter (“the Charter Amendment”) which decreases the number of authorized shares of Common Stock from 100,000,000 to 80,000,000, and decreases the number of authorized shares of capital stock from 110,000,000 to 90,000,000.”
BR BROADRIDGE FINANCIAL SOLUTIONS, INC.

BROADRIDGE FINANCIAL SOLUTIONS, INC.: Amended and Restated By-laws adopted, including changes related to Universal Proxy Rules, director nominee representation, proxy card color, and DGCL conformity (effective 2025-02-04).

“On February 4, 2025, the Board of Directors (the “Board”) of Broadridge Financial Solutions, Inc. (the “Company”) approved and the Company adopted the Amended and Restated By-laws (the “Restated By-laws”), effective as of February 4, 2025.”
Walgreens Boots Alliance, Inc.

Walgreens Boots Alliance, Inc.: Certificate of Incorporation amended to provide exculpation from liability for certain officers as permitted by Delaware law (effective 2025-02-01).

“the Board approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain Company officers in certain circumstances as permitted by Delaware law, subject to stockholder approval at the Annual Meeting. At the Annual Meeting, stockholders considered and approved the Amendment. The Company has filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendment, which was effective upon filing. Following the filing of the Certificate of Amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendment, which became effective on February 1, 2025.”
BAM Brookfield Asset Management Ltd.

Brookfield Asset Management Ltd.: Amended articles to revise election of directors based on BN's ownership percentage.

“BAM’s articles were amended to provide that, at any time that: (a) BN (or its successor) and its subsidiaries beneficially own a number of Class A Shares that exceeds 50% of the aggregate number of all the issued and outstanding Class A Shares and Class B Shares as of the record date for any meeting of shareholders, holders of Class A Shares and holders of Class B Shares will vote together as a single class in the election of the Board at such meeting of shareholders”
UMAC Unusual Machines, Inc.

Unusual Machines, Inc.: Amended bylaws to allow meeting adjournment by majority of voting shares represented, within 60 days of record date, even without a quorum (effective 2025-02-03).

“On February 3, 2025, the Board of Directors of the Company approved amending the Company’s Amended and Restated Bylaws to allow for an adjournment of a meeting by a majority of a majority of the voting shares represented at the meeting, whether or not a quorum is present, to a date within 60 days from the record date (the “Amendment”).”
Avid Bioservices, Inc.

Avid Bioservices, Inc.: Bylaws amended and restated upon Merger completion.

“Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto.”
Avid Bioservices, Inc.

Avid Bioservices, Inc.: Certificate of incorporation amended and restated upon Merger completion.

“Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto.”
STT STATE STREET CORP

STATE STREET CORP: Filed Articles of Amendment to fix designations, preferences, limitations and relative rights of Series K Preferred Stock (effective 2025-01-31).

“On January 31, 2025, State Street Corporation (“State Street”) filed Articles of Amendment with the Secretary of the Commonwealth of the Commonwealth of Massachusetts for the purpose of amending its Articles of Organization to fix the designations, preferences, limitations and relative rights of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K, without par value per share, with a liquidation preference of $100,000 per share (the “Preferred Stock”).”
BRIGHTCOVE INC

BRIGHTCOVE INC: By-laws amended and restated in connection with merger.

“the Company’s certificate of incorporation and by-laws 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.