---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-059804"
form_type: "8-K"
ticker: "ONT"
cik: "0001643615"
company_name: "Onterris, Inc."
filed_at: "2024-05-14T23:59:59+00:00"
generated_at: "2026-06-02T00:55:07.731438+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Montrose Environmental removes supermajority voting requirements from charter and bylaws

## Summary
- Amendments eliminate 66 2/3% supermajority vote to amend charter or bylaws and remove directors for cause.
- Changes effective May 10, 2024, after stockholder approval at the 2024 Annual Meeting held May 8, 2024.
- Bylaw amendments were contingent on charter amendment and became effective on the same date.

## SEC filing metadata
- accession: 0000950170-24-059804
- form_type: 8-K
- ticker: ONT
- cik: 0001643615
- company_name: Onterris, Inc.
- filed_at: 2024-05-14T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1643615/000095017024059804/0000950170-24-059804-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1643615/000095017024059804/meg-20240513.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-059804
- JSON: https://secwatch.observer/filing/0000950170-24-059804.json
- Plain text: https://secwatch.observer/filing/0000950170-24-059804.txt

## Key facts
- Governance Changes
  Onterris, Inc.: Approved amendments to Certificate of Incorporation to remove supermajority voting requirements for adopting charter amendments, bylaw amendments, and director removals for cause, effective upon filing with Delaware Secretary of State on May 10, 2024 (effective 2024-05-10).
  - Change: charter amendment
  - Effective: 2024-05-10
  source text: stockholders of the Company approved amendments to Section 5.2 of Article V and Sections 10.1 and 10.2 of Article X of the Company’s amended and restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove the supermajority voting requirements contained in those sections which required the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for stockholders to (i) adopt, amend or repeal, or to adopt any provision of the Certificate of Incorporation; (ii) adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation (the “Bylaws”); and (iii) remove directors from office for cause. These amendments to the Certificate of Incorporation became effective upon the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delawa
  evidence_url: https://www.sec.gov/Archives/edgar/data/1643615/000095017024059804/0000950170-24-059804-index.htm
- Governance Changes
  Onterris, Inc.: Board approved conforming amendments to the Bylaws to remove supermajority voting requirements, contingent upon stockholder approval of charter amendments, effective upon filing of Certificate of Amendment on May 10, 2024 (effective 2024-05-10).
  - Change: bylaw amendment
  - Effective: 2024-05-10
  source text: the Board of Directors approved conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) to remove the supermajority voting requirements contained int eh Bylaws, with such Bylaw amendments contingent upon stockholder approval and implementation of the corresponding amendments to the Certificate of Incorporation. Accordingly, these amendments to the Bylaws became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on May 10, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1643615/000095017024059804/0000950170-24-059804-index.htm

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