secwatch / observer
8-K filed May 17, 2024, 7:59 PM ET ticker LCII CIK 0000763744
other material confidence high sentiment neutral materiality 0.30

LCI Industries shareholders approve officer exculpation amendment, elect ten directors at annual meeting

LCI INDUSTRIES

item 5.03item 5.07item 9.01

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JSON Markdown Plain text

Source-grounded claims

1029176455e69d1c997a00205450c48d82e9e032

LCI INDUSTRIES: Stockholders approved and the company filed a Certificate of Amendment to the Restated Certificate of Incorporation to allow for exculpation of certain officers as permitted by Delaware law (effective 2024-05-16).

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

37f0008fe4846f1f2b79398ae522ce3db668066c

LCI INDUSTRIES shareholders approved Ratification of KPMG LLP as independent auditors at the 2024-05-16 meeting.

(3) To ratify the selection of KPMG LLP as independent auditors for the year ending December 31, 2024: For Against Abstain Broker Non-Votes 24,157,315 238,423 3,849 —

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

5a0a7fc4a15b27c48148d5c349943414619f189e

LCI INDUSTRIES shareholders approved Amendment to Restated Certificate of Incorporation to allow for exculpation of officers at the 2024-05-16 meeting.

(4) To approve an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law: For Against Abstain Broker Non-Votes 19,559,958 3,513,565 13,404 1,312,660

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

a72af32689724f520bf40ae3097e35b03be712ee

LCI INDUSTRIES shareholders approved Non-binding advisory vote on executive compensation at the 2024-05-16 meeting.

(2) To approve, in a non-binding advisory vote, the compensation of the named executive officers: For Against Abstain Broker Non-Votes 19,266,079 3,811,895 8,953 1,312,660

SEC 8-K Item 5.07 confidence 0.99 SEC evidence

cba74f76b61f87974bc1071b5783daecc9ed679e

LCI INDUSTRIES shareholders approved Election of ten directors at the 2024-05-16 meeting.

(1) To elect a Board of ten Directors: For Against Abstain Broker Non-Votes Tracy D. Graham 22,874,991 207,306 4,630 1,312,660 Brendan J. Deely 22,668,399 413,501 5,027 1,312,660 James F. Gero 22,664,414 416,504 6,009 1,312,660 Virginia L. Henkels 22,954,973 126,903 5,051 1,312,660 Jason D. Lippert 22,900,759 181,851 4,317 1,312,660 Stephanie K. Mains 23,006,774 75,526 4,627 1,312,660 Linda K. Myers 22,821,862 259,239 5,826 1,312,660 Kieran M. O’ Sullivan 22,863,085 218,691 5,151 1,312,660 David A. Reed 22,982,951 98,476 5,500 1,312,660 John A. Sirpilla 22,959,285 122,334 5,308 1,312,660

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

Comparable filings

MRNA

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

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This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

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LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

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Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

Filing page SEC filing

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

TCMD

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TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

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same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

ABG

Asbury shareholders remove supermajority vote rules; reject special meeting proposal

ASBURY AUTOMOTIVE GROUP INC May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.

Filing page SEC filing

IMKTA

Ingles Markets annual meeting: director Lowe faces 73% withheld votes; bylaw changes

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same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law

Comparable filing

On April 29, 2026, the board of directors (the “ Board ”) of Ingles Markets, Incorporated, a North Carolina corporation (the “ Company ”), adopted the Company’s Third Amended and Restated Bylaws (the “ Third A&R Bylaws ”), which amended and restated in their entirety the Company’s Second Amended and Restated By-Laws to: (i) amend Article Five, Section 5.3(A) to provide that special meetings of the Board may be called by four, rather than two, directors; and (ii) amend Article Eleven, Section 11.3(C) to align a director’s inspection rights with the North Carolina Business Corporation Act and make clear the procedure for resolving a disagreement regarding a director’s entitlement to inspection of particular records.

Filing page SEC filing

Source: SEC EDGAR
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