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
BRIGHTCOVE INC

BRIGHTCOVE INC: Certificate of incorporation amended and restated in connection with merger.

“the Company’s certificate of incorporation and by-laws were amended and restated in their entirety”
GCTK Glucotrack, Inc.

Glucotrack, Inc.: Filed Certificate of Amendment to effect a one-for-twenty reverse stock split, effective February 3, 2025 (effective 2025-02-03).

“filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m. on February 3, 2025”
MSIF MSC INCOME FUND, INC.

MSC INCOME FUND, INC.: Amended and restated the company's articles to reflect changes related to listing on NYSE, including transferability restrictions, deletion of distribution reinvestment plan provisions, removal of NASAA Guidelines provisions (effective 2025-01-29).

“On January 29, 2025, in connection with the Listing, the Company amended and restated the Company’s Articles of Amendment and Restatement, as amended, by filing new Articles of Amendment and Restatement of the Company (the “New Articles”) with the State Department of Assessments and Taxation of the State of Maryland.”
BHF Brighthouse Financial, Inc.

Brighthouse Financial, Inc.: Amended and restated Bylaws effective January 29, 2025, with changes to stockholder meeting notice and nomination procedures, including revised disclosure requirements, clarification of nominee disregard circumstances, proxy card color rule, and updating obligations (effective 2025-01-29).

“On January 29, 2025, the Board of Directors (the “Board”) of Brighthouse Financial, Inc. (the “Company”) amended and restated the Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”), effective January 29, 2025.”
JPM JPMORGAN CHASE & CO

JPMORGAN CHASE & CO: Filed Certificate of Designations establishing Series OO Preferred Stock (effective 2025-02-03).

“On February 3, 2025, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series OO Preferred Stock”
LNC LINCOLN NATIONAL CORP

LINCOLN NATIONAL CORP: Decreased number of authorized Board members from eleven to ten by amending Article II, Section 1 of the Bylaws (effective 2025-01-31).

“The Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective January 31, 2025, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from eleven to ten.”
UMBF UMB FINANCIAL CORP

UMB FINANCIAL CORP: UMB filed a Certificate of Designation to establish the terms of UMB Preferred Stock on January 31, 2025 (effective 2025-01-31).

“On January 31, 2025, UMB filed a Certificate of Designation to its Articles of Incorporation with the Secretary of State of the State of Missouri, establishing the terms of the UMB Preferred Stock.”
UMBF UMB FINANCIAL CORP

UMB FINANCIAL CORP: UMB filed a certificate of amendment to increase authorized shares of common stock from 80,000,000 to 160,000,000, effective January 31, 2025 (effective 2025-01-31).

“UMB’s articles of incorporation were amended to increase the number of authorized shares of UMB Common Stock from 80,000,000 shares to 160,000,000 shares (the “Articles Amendment””
TRIUMPH GROUP INC

TRIUMPH GROUP INC: Added a forum selection clause designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain legal disputes (effective 2025-02-02).

“On February 2, 2025, the Board approved and adopted an amendment to the Company’s Amended and Restated By-Laws to add a forum selection clause that designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain legal disputes, which became effective upon such approval and adoption.”
BESS Bimergen Energy Corp

Bimergen Energy Corp: Certificate of Amendment to Charter to effect a 1-for-140 reverse stock split and name change to Bimergen Energy Corporation (effective 2025-01-28).

“On January 28, 2025, Bitech Technologies Corporation, now known as Bimergen Energy Corporation (the “Registrant”), filed a Certificate of Amendment (the “Amendment”) to its Certificate to Incorporation, as amended (the “Charter”) to: (i) effect a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share for every 140 pre-split shares (the “Reverse Split”); and (ii) to change the name of the Registrant to Bimergen Energy Corporation (the “Name Change”).”
CCIF Carlyle Credit Income Fund

Carlyle Credit Income Fund: Adopted Third Supplement to Amended and Restated Declaration of Trust establishing rights and preferences of Series C Convertible Preferred Shares (effective 2025-01-31).

“On January 31, 2025, the Fund adopted the Third Supplement to the Amended and Restated Declaration of Trust (the “Third Supplement”), establishing and fixing the rights and preferences of the Convertible Preferred Shares.”
ONAR Onar Holding Corp

Onar Holding Corp: Company changed its name to Onar Holding Corporation via a Certificate of Amendment to the Articles of Incorporation filed with the Nevada Secretary of State on January 21, 2025 (effective 2025-01-21).

“On January 21, 2025, pursuant to the Definitive Information Statement on Schedule 14(c) as filed with the Securities Exchange Commission (“SEC”) on August 23, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation of the Company wherein the name of the Company was changed to Onar Holding Corporation.”
Evergreen Corp

Evergreen Corp: Amended articles of association to extend business combination deadline up to six times from February 11, 2025 to August 11, 2025 (effective 2025-01-28).

“Subsequent to the approval by the shareholders of EVGR of the Amendment to EVGR’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”), on January 28, 2025, EVGR filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. Pursuant to the Charter Amendment, EVGR has the right to extend the date by which it has to consummate a business combination up to six (6) times for an additional one (1) month each time from February 11, 2025 to August 11, 2025 (as extended, the “ Extended Date ”) by depositing into the trust account, for each one-month extension, $0.05 for each Class A ordinary share issued and outstanding after giving effect to the redemption.”
FGMC FG Merger II Corp.

FG Merger II Corp.: Amended and Restated Articles of Incorporation filed with Nevada Secretary of State in connection with IPO (effective 2025-01-28).

“On January 28, 2025, in connection with the IPO, the Company filed its Amended and Restated Articles of Incorporation with the Nevada Secretary of State.”
INR INFINITY NATURAL RESOURCES, INC.

INFINITY NATURAL RESOURCES, INC.: Amended and restated Bylaws (effective 2025-01-30).

“On January 30, 2025, the Company amended and restated its bylaws (as amended and restated, the “Amended Bylaws”).”
INR INFINITY NATURAL RESOURCES, INC.

INFINITY NATURAL RESOURCES, INC.: Amended and restated Certificate of Incorporation to increase authorized capital stock to 400M Class A, 150M Class B, and 50M preferred shares (effective 2025-01-30).

“On January 30, 2025, the Company amended and restated its Certificate of Incorporation (as amended and restated, the “Amended Charter”), which was filed with the Secretary of State of the State of Delaware on January 30, 2025.”
Metsera, Inc.

Metsera, Inc.: Amended and restated bylaws effective upon IPO closing, updating stockholder proposal procedures, director nomination procedures, and conforming to restated certificate (effective 2025-02-03).

“On February 3, 2025, 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.”
Metsera, Inc.

Metsera, Inc.: Filed amended and restated certificate of incorporation upon IPO closing, making changes including authorized shares, classified board, director removal, and exclusive forum provisions (effective 2025-02-03).

“On February 3, 2025, Metsera, 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.”
J JACOBS SOLUTIONS INC.

JACOBS SOLUTIONS INC.: Bylaws were amended and restated to reflect shareholder approval of the supermajority amendment regarding bylaw amendments (effective 2025-01-29).

“The Company also amended and restated its bylaws on January 29, 2025 (the “Amended and Restated Bylaws”) to reflect shareholder approval of the Supermajority Amendment regarding bylaw amendments.”
J JACOBS SOLUTIONS INC.

JACOBS SOLUTIONS INC.: Shareholders approved five amendments to remove supermajority voting requirements for preferred stock changes, bylaw amendments, significant transactions, charter amendments, and voluntary reorganizations (effective 2025-01-29).

“the Company’s shareholders approved five separate amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements required for (i) changes to the authorized number of shares of preferred stock; (ii) bylaws amendments; (iii) certain significant transactions; (iv) certain Charter amendments; and (v) certain voluntary reorganizations (collectively, the “Supermajority Amendments”).”
CLS CELESTICA INC

CELESTICA INC: Adoption of By-Law 2 (Advance Notice By-Law) establishing advance notice requirements for director nominations, effective immediately, subject to shareholder confirmation at the 2025 Annual Meeting (effective 2025-01-29).

“On January 29, 2025, the Board of Directors (the “ Board ”) of Celestica Inc., an Ontario corporation (the “ Company ”), approved and adopted By-Law 2 of the Company, relating to the advance notice procedural requirements for the nomination of the directors of the Company (the “ Advance Notice By-Law ”), effective immediately.”
KMX CARMAX INC

CARMAX INC: Amended and restated Bylaws to enable holders of at least 20% of common stock to call a special meeting, subject to requirements (effective 2025-01-28).

“On January 28, 2025, the Board amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective immediately, to enable shareholders of record who own at least 20% of the Company’s common stock to call a special meeting of shareholders, subject to certain notice, information and other requirements set forth in the Amended Bylaws.”
CCIF Carlyle Credit Income Fund

Carlyle Credit Income Fund: Established Third Supplement to the Amended and Restated Declaration of Trust creating Series C Convertible Preferred Shares (effective 2025-01-31).

“On January 31, 2025, the Fund adopted the Third Supplement to the Amended and Restated Declaration of Trust (the “Third Supplement”), establishing and fixing the rights and preferences of the Convertible Preferred Shares.”
BBNX Beta Bionics, Inc.

Beta Bionics, Inc.: Adopted amended and restated bylaws in connection with the closing of the IPO, effective January 31, 2025 (effective 2025-01-31).

“Effective as of January 31, 2025, the Company adopted the amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO.”
BBNX Beta Bionics, Inc.

Beta Bionics, Inc.: Filed an amended and restated certificate of incorporation in connection with the closing of the IPO, effective January 31, 2025 (effective 2025-01-31).

“In connection with the closing of the initial public offering (“IPO”) of shares of common stock of the Company, on January 31, 2025, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware.”
BRBR BELLRING BRANDS, INC.

BELLRING BRANDS, INC.: Adopted Bylaw amendment declassifying the Board of Directors and restated Amended and Restated Bylaws, omitting lapsed notice provisions (effective 2025-01-28).

“Upon stockholder approval at the Annual Meeting of the Certificate of Amendment to the Company’s Certificate of Incorporation to declassify the Company’s Board of Directors as described in Proposal 1 under Item 5.07 below, the Certificate of Amendment and Amendment to the Company’s Bylaws included with the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on December 17, 2024 and supplemented on January 3, 2025 became effective with the filing of that Certificate of Amendment with the Delaware Secretary of State on January 28, 2025.”
BRBR BELLRING BRANDS, INC.

BELLRING BRANDS, INC.: Amended Certificate of Incorporation to declassify the Board of Directors (effective 2025-01-28).

“Upon stockholder approval at the Annual Meeting of the Certificate of Amendment to the Company’s Certificate of Incorporation to declassify the Company’s Board of Directors as described in Proposal 1 under Item 5.07 below, the Certificate of Amendment and Amendment to the Company’s Bylaws included with the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on December 17, 2024 and supplemented on January 3, 2025 became effective with the filing of that Certificate of Amendment with the Delaware Secretary of State on January 28, 2025.”
FFAI FARADAY FUTURE INTELLIGENT ELECTRIC INC.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Filed Certificate of Designation designating one share of Series A Preferred Stock with specified preferences, rights, and limitations (effective 2025-01-23).

“On January 23, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware.”
Maquia Capital Acquisition Corp

Maquia Capital Acquisition Corp: Amended certificate to extend business combination deadline from February 7, 2025 to February 7, 2026 (effective 2025-02-07).

“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 7, 2025 to February 7, 2026 (or such earlier date as determined by the Board) (the “ Extension Amendment Proposal ”).”
Goldman Sachs Real Estate Finance Trust Inc

Goldman Sachs Real Estate Finance Trust Inc: Amended charter to increase authorized shares to 2,120,000,000 and authorized voting common stock to 2,010,000,000; filed Articles Supplementary to designate 5,000,000 Class F-I and 5,000,000 Class F-II shares (effective 2025-01-27).

“On January 27, 2025, the Company filed Articles of Amendment (the "Articles of Amendment") to its Third Articles of Amendment and Restatement (the "Charter") with the Maryland State Department of Assessments and Taxation (the "SDAT") to increase the number of shares of capital stock that the Company has authority to issue to 2,120,000,000 and the number of shares of voting common stock, par value $0.01 per share, that the Company has authority to issue to 2,010,000,000. Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the "Articles Supplementary") to the Charter, pursuant to which the Company classified and designated 5,000,000 authorized but unissued shares of Class F-I common stock and 5,000,000 authorized but unissued shares of Class F-II common stock.”
NTRP NextTrip, Inc.

NextTrip, Inc.: Filed Certificate of Designation for Series N Convertible Preferred Stock, designating 500,000 shares with specific terms on ranking, dividends, voting, conversion, and liquidation (effective 2025-01-30).

“On January 30, 2025, the Company filed a Certificate of Designation of Series N Convertible Preferred Stock (the “Series N Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 500,000 shares of the Company’s preferred stock as Series N Convertible Preferred Stock, par value $0.001 per share.”
FDX FEDEX CORP

FEDEX CORP: Fiscal year end changed from May 31 to December 31 effective June 1, 2026 (effective 2026-06-01).

“On January 27, 2025, the Board of Directors of FedEx Corporation (“FedEx” or “the Company”) approved a change in the Company’s fiscal year end from May 31 to December 31. The fiscal year change will be effective June 1, 2026.”
MPX MARINE PRODUCTS CORP

MARINE PRODUCTS CORP: In connection with declassification of the Board, certain directors expected to resign and be reappointed for one-year terms to facilitate transition to annual elections (effective 2025-01-28).

“In order to facilitate the declassification of the Company’s Board of Directors referenced above, it is expected that each of Gary W. Rollins, Richard A. Hubbell, John F. Wilson, Timothy C. Rollins, Pamela R. Rollins, Susan R. Bell and Amy R. Kreisler will tender his or her resignation from the Board of Directors immediately following the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware that effects the declassification, solely for the purpose of shortening their terms as directors of the Company in order that each such director may then be reappointed to the Board for a one-year term that will expire at the 2026 Annual Meeting.”
MPX MARINE PRODUCTS CORP

MARINE PRODUCTS CORP: Proposed amendments to Certificate of Incorporation to declassify the Board, remove 66.7% vote requirement for director removal, remove special meeting provisions from certificate, and remove 66.7% vote requirement for stockholders to amend Bylaws, subject to stockholder approval (effective 2025-01-28).

“The Board also approved additional amendments to the Company’s Certificate of Incorporation, subject to stockholder approval, that will be recommended to the Company’s stockholders for approval at the 2025 Annual Meeting of Stockholders, including the following: · To remove a provision specifying the requirements to call a special meeting of stockholders from our Certificate of Incorporation, which would result in the provisions of our Bylaws controlling, which provide that special meetings of the stockholders may be called at any time by the chairman and shall be called by the chairman or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote; and · To remove a provision from our Certificate of Incorporation requiring a 66.7% vote in order for stockholders to amend our Bylaws.”
MPX MARINE PRODUCTS CORP

MARINE PRODUCTS CORP: Amended and Restated Bylaws adopted to declassify the Board, implement annual director elections, clarify officer duties, add federal forum for Securities Act claims, and enhance stockholder nomination and proposal procedures (effective 2025-01-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Adoption of Amended and Restated Bylaws On January 28, 2025, the Marine Products Corporation (the “Company”) Board of Directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws effected the following changes: · To declassify the Board and instead provide for annual elections of directors beginning with the Company’s 2026 Annual Meeting of stockholders (the “2026 Annual Meeting”).”
BLNE Beeline Holdings, Inc.

Beeline Holdings, Inc.: Amendment to Articles of Incorporation to increase authorized capital to 200,000,000 shares and to change federal forum selection provisions, filed with the Nevada Secretary of State on January 29, 2025 (effective 2025-01-29).

“On January 29, 2025, Beeline Holdings, which also operates as Eastside Distilling, Inc., (“the Company”), filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada effecting (i) the increase of the number of shares of capital stock the Company is authorized to issue to 200,000,000, comprised of 100,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share, and (ii) certain changes to the federal forum selection provisions contained therein.”
ACON Aclarion, Inc.

Aclarion, Inc.: Certificate of Amendment filed to effect a one-for-335 reverse stock split (effective 2025-01-29).

“On January 29, 2025, Aclarion, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-three hundred thirty five (335).”
FRGT Freight Technologies, Inc.

Freight Technologies, Inc.: Reduced quorum for shareholder meetings from 50% to one-third of votes entitled to vote (effective 2025-01-24).

“The shareholders approved the proposed amendment to the Amended and Restated Memorandum and Articles of Association (the “M&A”) to reduce the quorum for a shareholder meeting from not less than 50% of the votes of the ordinary shares entitled to vote to one-third of the votes of the ordinary shares entitled to vote.”
REVB REVELATION BIOSCIENCES, INC.

REVELATION BIOSCIENCES, INC.: Certificate of Amendment to Third Amended and Restated Certificate of Incorporation filed to effect a 1-for-16 reverse stock split (effective 2025-01-28).

“the Company filed a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effective on January 28, 2025, which effected a 1-for-16 reverse stock split as of 12:01 a.m. Eastern Standard Time on January 28, 2025”
CSTAF Constellation Acquisition Corp I

Constellation Acquisition Corp I: Amended memorandum and articles of association to permit conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time before business combination closing (effective 2025-01-28).

“to amend, by way of special resolution, the Company’s Memorandum and Articles of Association to permit for the issuance of Class A ordinary shares, par value of US$0.0001 per share (the “ Class A Ordinary Shares ”) to holders of the Company’s Class B ordinary shares, par value of US$0.0001 per share (the “ Founder Shares ” or “ Class B Ordinary Shares ” and together with the Class A Ordinary Shares, the “ Ordinary Shares ”), upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder”
CSTAF Constellation Acquisition Corp I

Constellation Acquisition Corp I: Amended memorandum and articles of association to extend business combination deadline to February 29, 2025, with monthly extension options up to January 29, 2026 (effective 2025-01-28).

“On January 27, 2025, the Company held an extraordinary general meeting of shareholders (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from January 29, 2025 (the “ Original Termination Date ”) to February 29, 2025”
DMAA Drugs Made In America Acquisition Corp.

Drugs Made In America Acquisition Corp.: Adopted Second Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-01-07).

“On January 7, 2025, and in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association.”
AJG Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co.: Board approved and adopted amended and restated bylaws effective immediately on January 29, 2025, with changes to stockholder meeting chairman provisions, director nominee requirements, performance-related fee disclosure, and bylaw amendment via written consent (effective 2025-01-29).

“On January 29, 2025, the Board of Directors (the Board) of the Company approved and adopted amended and restated bylaws, effective immediately, to reflect the amendments summarized below (as so amended and restated, the Amended and Restated Bylaws). Among other things, the amendments effected by the Amended and Restated Bylaws: (i) clarified who can serve as chairman at meetings of stockholders and the meeting chairman’s scope of authority (Sections 2.4 and 2.10); (ii) narrowed and otherwise clarified certain informational requirements applicable to all director nominees (Section 2.9); (iii) deleted the requirement to provide a description of any performance-related fees (Section 2.10); and (iv) added flexibility to approve bylaw amendments via written consent (Section 11.1).”
FHN FIRST HORIZON CORP

FIRST HORIZON CORP: Amended Section 3.2 to increase board size to 14 members until the 2025 annual meeting, after which it reverts to 13 members (effective 2025-01-27).

“On January 27, 2025, the Board of Directors unanimously approved amendments to Section 3.2 of the Bylaws of First Horizon Corporation, effective immediately. As amended, that Section provides that the Board of Directors consists of fourteen members (increased from thirteen) until directors are elected at the 2025 annual meeting of shareholders; after that election, the Board of Directors will consist of thirteen members.”
FUSB FIRST US BANCSHARES, INC.

FIRST US BANCSHARES, INC.: Bylaw amended to allow Board to annually waive mandatory retirement age of 75 for non-employee directors (effective 2025-01-29).

“Also on January 29, 2025, the Board adopted an amendment to the Amended and Restated Bylaws of the Company (as amended, the “Bylaws”), effective on such date. Previously, the Bylaws provided that if a non-employee director attains the age of seventy-five (75) years during his or her term as a director, he or she may complete his or her then current term but may not stand for election or re-election as a director of the Company thereafter. The Board is amending the Bylaws to provide that the Board may vote, on an annual basis, to waive this mandatory retirement age for a non-employee director.”
RES RPC INC

RPC INC: Amended and Restated Bylaws adopted to declassify the board, provide for annual director elections, update removal provisions, clarify officer duties, add federal forum for Securities Act claims, impose stockholder liability for bylaw breaches, and enhance procedural requirements for stockholder nom (effective 2025-01-28).

“On January 28, 2025, the RPC, Inc. (the "Company") Board of Directors approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws effected the following changes:”
AVY Avery Dennison Corp

Avery Dennison Corp: Changed fiscal year to calendar year, ending Dec 31, effective for fiscal year starting Dec 29, 2024 (effective 2025-01-27).

“On January 27, 2025, the Audit Committee of the Company’s Board of Directors approved a change to the Company’s previous 52- or 53-week fiscal year generally ending on the Saturday closest to December 31 to a fiscal year coincident with the calendar year.”
Container Store Group, Inc.

Container Store Group, Inc.: Adopted Second Amended and Restated Certificate of Incorporation upon effectiveness of Plan.

“the Company adopted a Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation")”
FCUV FOCUS UNIVERSAL INC.

FOCUS UNIVERSAL INC.: Effect of reverse stock split by filing Certificate of Change with Nevada Secretary of State, reducing authorized and outstanding common shares proportionally (effective 2025-01-31).

“The Reverse Split was effected by the Company filing the Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 (the “Certificate”) with the Secretary of State of the State of Nevada on January 28, 2025.”
RWAY Runway Growth Finance Corp.

Runway Growth Finance Corp.: On January 23, 2025, the board approved an amended and restated Joint Code of Ethics with revisions to enhance pre-clearance requirements for reportable securities, add a three-month hold period, and prohibit political contributions (effective 2025-01-23).

“On January 23, 2025, the Company’s board of directors approved an amended and restated Joint Code of Ethics (as amended, the “Code”). The changes include, among others, revisions to (i) enhance the pre-clearance requirement for reportable securities, (ii) add a three month hold period for such reportable securities, and (iii) prohibit political contributions.”

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.