---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-014473"
form_type: "8-K"
ticker: "GAIA"
cik: "0001089872"
company_name: "GAIA, INC"
filed_at: "2023-04-25T23:59:59+00:00"
generated_at: "2026-06-16T15:26:03.471679+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Gaia amends bylaws and holds 2023 annual meeting; all directors elected

## Summary
- Bylaws amended to remove stock certificate requirement, lengthen shareholder nomination notice period, and grant majority shareholders authority to change board size.
- Chairman authorized to fix salaries, remove officers without cause, delegate duties, and cast tie-breaking vote on board.
- All six director nominees elected with between 57.6M and 57.7M votes for each; no broker non-votes.
- Non-binding say-on-pay approved with 61.7M for, 329K against; frequency of advisory vote set to every three years.
- Board will include say-on-pay proposal every three years until next required frequency vote.

## SEC filing metadata
- accession: 0000950170-23-014473
- form_type: 8-K
- ticker: GAIA
- cik: 0001089872
- company_name: GAIA, INC
- filed_at: 2023-04-25T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/0000950170-23-014473-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/gaia-20230420.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-014473
- JSON: https://secwatch.observer/filing/0000950170-23-014473.json
- Plain text: https://secwatch.observer/filing/0000950170-23-014473.txt

## Key facts
- Governance Changes
  GAIA, INC: Amended and restated bylaws effective April 20, 2023, making changes including removal of stock certificate requirement, revision of shareholder nomination/proposal notice requirements, shifting director count authority to majority shareholders, and authorizing Chairman powers (effective 2023-04-20).
  - Change: bylaw amendment
  - Effective: 2023-04-20
  source text: On April 20, 2023, the Board of Directors of Gaia, Inc. formerly known as Gaiam, Inc. until July 14, 2016 (the “Company” or "Gaia"), amended and restated the Company's bylaws, adopting the 2015 amended and restated bylaws of Gaia International, Inc. formerly known as Gaia, Inc. until July 14, 2016 ("Gaia International"), effective as of April 20, 2023 (the “Amended and Restated Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/0000950170-23-014473-index.htm
- Shareholder Votes
  GAIA, INC shareholders approved Advisory vote on frequency of say-on-pay at the 2023-04-20 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 3 Proposal 3 was a non-binding advisory proposal to approve the frequency of the advisory approval of executive compensation. “Three years” was approved. Broker 1 Year 2 Years 3 Years Abstentions Non-Votes Uncast 4,920,249 3,217 57,129,957 2,181 — 7,845,431
  evidence_url: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/0000950170-23-014473-index.htm
- Shareholder Votes
  GAIA, INC shareholders approved Election of directors at the 2023-04-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 1 All of the directors of Gaia are elected annually. All nominees for director were elected by the following votes, each to serve until the next annual meeting of shareholders to be held in 2024 or until successors are duly elected and qualified: Broker For Withheld Non-Votes Jirka Rysavy 57,629,850 4,425,754 — Kristin Frank 57,634,172 4,421,432 — James Colquhoun 57,653,836 4,401,768 — Keyur Patel 57,674,845 4,380,759 — Paul Sutherland 57,654,285 4,401,319 — Anaal Udaybabu 57,664,145 4,391,459 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/0000950170-23-014473-index.htm
- Shareholder Votes
  GAIA, INC shareholders approved Advisory vote on executive compensation (Say-on-Pay) at the 2023-04-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 2 Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved. Broker For Against Abstain Non-Votes 61,710,746 329,441 15,417 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1089872/000095017023014473/0000950170-23-014473-index.htm

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