8-K filed May 17, 2024, 7:59 PM ET ticker DC CIK 0001852353

other material confidence high sentiment neutral materiality 0.25

Dakota Gold reincorporates from Nevada to Delaware effective May 14, 2024

Dakota Gold Corp.

Shareholders approved reincorporation at May 14 annual meeting: 48,965,426 for, 141,226 against.
Conversion occurred via filing with Nevada and Delaware Secretaries of State on May 14, 2024.
Each share of common stock converted into one share of Delaware-incorporated common stock; no change in par value.
Stock options, warrants, and restricted stock units converted on equivalent terms; trading symbols DC and DC.WS unchanged.
Delaware Certificate of Incorporation and Bylaws filed; company continues as same entity with same officers and directors.

item 3.03 item 5.03 item 5.07 item 9.01

Machine-readable event card

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form_type: 8-K
ticker: DC
cik: 0001852353
company_name: Dakota Gold Corp.
filed_at: 2024-05-17T23:59:59+00:00
discovered_at: 2026-05-14T18:03:20.850425+00:00
generated_at: 2026-06-01T16:53:02.843906+00:00
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Source-grounded claims

4161ae9eadf5627faf2164c57826636d0824f293

Dakota Gold Corp.: Adopted new Delaware bylaws in connection with reincorporation (effective 2024-05-14).

In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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

6483e5cee0bdeeb66c3c26204df80515bee557a7

Dakota Gold Corp.: Amended and restated certificate of incorporation upon reincorporation from Nevada to Delaware (effective 2024-05-14).

On May 14, 2024, following the receipt of approval by its shareholders, Dakota Gold Corp. (the "Company") changed its state of incorporation from the State of Nevada to the State of Delaware (the "Reincorporation") pursuant to a plan of conversion dated February 13, 2024 (the "Plan of Conversion").

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

2084e8aed67d961c8d3b356c575d6e7d8e2b85f0

Dakota Gold Corp. shareholders approved Elect seven directors to serve for a term that expires on the date of the Company's next annual meeting of stockholders at the 2024-12-31 meeting.

At the Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to: i. elect seven directors to serve for a term that expires on the date of the Company's next annual meeting of stockholders (the "Proposal 1"); ii. ratify the appointment of Ernst & Young LLP. As the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Proposal 2"); and iii. reincorporate the Company from the State of Nevada to the State of Delaware (the "Proposal 3"). Election results for Proposal 1 are as follows: Name of Nominee For Withheld Broker Non-Votes Gerald Aberle 49,462,069 74,946 6,941,559 Jonathan Awde 49,451,506 85,509 6,941,559 Jennifer Grafton 42,436,612 7,100,403 6,941,559 Amy Koenig 44,948,529 4,588,486 6,941,559 Stephen O'Rourke 49,133,366 403,649 6,941,559 Robert Quartermain 49,108,264 428,751 6,941,559 Alice Schroeder 46,751,237 2,785,778 6,941,559

SEC 8-K Item 5.07 confidence 0.965 SEC evidence

5672aae5ab4d77404f69323612b743da8440bd02

Dakota Gold Corp. shareholders approved Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Election results for Proposal 2 are as follows: For Against Abstain 56,422,815 20,244 35,515

SEC 8-K Item 5.07 confidence 0.96 SEC evidence

aa61fc1211dd9ac2624243d7d7d02f080eac28ae

Dakota Gold Corp. shareholders approved Reincorporate the Company from the State of Nevada to the State of Delaware.

Election results for Proposal 3 are as follows: For Against Abstain 48,965,426 141,226 428,563

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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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.

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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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.

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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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”).

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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(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.

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In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws").

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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.

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At the Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to: i. elect seven directors to serve for a term that expires on the date of the Company's next annual meeting of stockholders (the "Proposal 1"); ii. ratify the appointment of Ernst & Young LLP. As the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Proposal 2"); and iii. reincorporate the Company from the State of Nevada to the State of Delaware (the "Proposal 3"). Election results for Proposal 1 are as follows: Name of Nominee For Withheld Broker Non-Votes Gerald Aberle 49,462,069 74,946 6,941,559 Jonathan Awde 49,451,506 85,509 6,941,559 Jennifer Grafton 42,436,612 7,100,403 6,941,559 Amy Koenig 44,948,529 4,588,486 6,941,559 Stephen O'Rourke 49,133,366 403,649 6,941,559 Robert Quartermain 49,108,264 428,751 6,941,559 Alice Schroeder 46,751,237 2,785,778 6,941,559

Comparable filing

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026: For: Against: Abstensions: Broker Non-Votes: 459,883,831 6,189,396 2,613,330 —

Filing page SEC filing

Source: SEC EDGAR

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