Janus shareholders approve board declassification and elimination of supermajority voting

Janus International Group, Inc.

Approved declassifying the board; phase-out begins at 2026 annual meeting with full annual election by 2028.
Eliminated supermajority vote requirements to amend charter/bylaws and remove directors (Proposal 5a).
Eliminated supermajority vote requirement related to certain business opportunities (Proposal 5b).
Elected Ramey Jackson, Xavier Gutierrez, and Heather Harding as Class I directors with 'for' votes >124M each.
Ratified KPMG as independent auditor for FY ending Jan 3, 2026; 98.9% 'for' votes.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Janus International Group, Inc.: Shareholders approved a Third Amended and Restated Certificate of Incorporation to declassify the Board of Directors, eliminate supermajority vote requirements for shareholders to amend certain provisions of the certificate and bylaws, remove directors, and eliminate the supermajority vote requireme (effective 2025-06-17).

Change: charter amendment
Effective: 2025-06-17

Exact text from the filing

At the Annual Meeting (as defined below), the shareholders of Janus International Group, Inc. (the “Company”) approved the adoption of a Third Amended and Restated Certificate of Incorporation to (i) declassify the Board of Directors (the “Board”), (ii) eliminate supermajority vote requirements for shareholders to amend certain provisions of the Company’s certificate of incorporation and bylaws and to remove directors, and (iii) to eliminate the supermajority vote requirement relating to certain business opportunities. On June 17, 2025, the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware.

View on SEC.gov

Browse all governance changes →

Janus International Group, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-060288

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.