---
schema_version: "secwatch.filing_event.v1"
accession: "0000934549-23-000077"
form_type: "8-K/A"
ticker: "ACTG"
cik: "0000934549"
company_name: "ACACIA RESEARCH CORP"
filed_at: "2023-08-02T23:59:59+00:00"
generated_at: "2026-06-12T16:19:47.823745+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Acacia Research amends bylaws, appoints Lead Independent Director, retires Series A Preferred

## Summary
- Board approved Fifth Amended and Restated Bylaws with changes including lead independent director powers, shareholder meeting thresholds, remote meeting allowance.
- Stockholders holding 10% voting power may request special meetings; directors may be removed with or without cause by majority vote.
- Certificate of Retirement filed to eliminate all authorized Series A Convertible Preferred Stock after conversion of 350,000 shares.
- Maureen O'Connell appointed as Lead Independent Director effective July 27, 2023.

## SEC filing metadata
- accession: 0000934549-23-000077
- form_type: 8-K/A
- ticker: ACTG
- cik: 0000934549
- company_name: ACACIA RESEARCH CORP
- filed_at: 2023-08-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/934549/000093454923000077/0000934549-23-000077-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/934549/000093454923000077/actg-20230727.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000934549-23-000077
- JSON: https://secwatch.observer/filing/0000934549-23-000077.json
- Plain text: https://secwatch.observer/filing/0000934549-23-000077.txt

## Key facts
- Governance Changes
  ACACIA RESEARCH CORP: Filed Certificate of Retirement to reduce authorized shares of Series A Convertible Preferred Stock by 350,000, eliminating all authorized shares of that series (effective 2023-07-28).
  - Change: charter amendment
  - Effective: 2023-07-28
  source text: On July 28, 2023, the Company filed with the Delaware Secretary of State a Certificate of Retirement (the “Certificate of Retirement”) of the Series A Convertible Preferred Stock to effect the retirement of the Series A Convertible Preferred Stock so converted. Effective upon filing, the Certificate of Retirement amended the Third Amended and Restated Certificate of Incorporation of the Company, as amended, to reduce the total number of authorized shares of Series A Convertible Preferred Stock by 350,000 shares such that there are no remaining authorized shares of Series A Convertible Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/934549/000093454923000077/0000934549-23-000077-index.htm
- Governance Changes
  ACACIA RESEARCH CORP: Updated to permit majority of independent directors to appoint Lead Independent Director, implement procedural requirements for stockholder proposals, permit stockholders holding 10% voting power to call special meeting, clarify remote meetings and director removal, remove Section 2.14, and other co (effective 2023-07-27).
  - Change: bylaw amendment
  - Effective: 2023-07-27
  source text: The Fifth Amended and Restated Bylaws have been updated to: (a) permit a majority of independent directors to appoint a Lead Independent Director who may, among other things, call a special meeting of stockholders; (b) implement procedural and other requirements regarding proposals by stockholders for director nominations and other business to be conducted at a meeting of stockholders, including to ensure compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended; (c) permit the Secretary of the Company, upon the written request of one or more stockholders of record of the Company that hold at least ten percent (10%) in voting power of the outstanding shares of the stock of the Company, to call a special meeting of stockholders; (d) consistent with the provisions of the General Corporation Law of the State of Delaware, clarify that stockholder meetings may be held solely by means of remote communication and that directors may be removed with or without cause by the
  evidence_url: https://www.sec.gov/Archives/edgar/data/934549/000093454923000077/0000934549-23-000077-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.