{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-036262","form_type":"8-K","ticker":null,"cik":"0001015155","company_name":"CHARLES & COLVARD LTD","filed_at":"2026-03-27T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.401729+00:00","generated_at":"2026-05-15T08:30:53.980608+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Director Duc Pham resigns; board shrinks to three; Executive Chair Levin term extended","bullets":["Duc Pham resigned from the Board effective March 25, 2026, citing no disagreement with the company.","Board size reduced from four to three; Bylaws amended to permit 3-9 directors (was 4-9).","Michael Levin's term as Executive Chair extended one additional month; compensation set at $7,500/month.","Pham served on Audit Committee as chair of Compensation Committee; no replacement named."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-036262","json":"https://secwatch.observer/filing/0001104659-26-036262.json","markdown":"https://secwatch.observer/filing/0001104659-26-036262.md","text":"https://secwatch.observer/filing/0001104659-26-036262.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/tm2610142d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T08:30:53.980608+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3994ef58c30c70113bbd56b7d861ffc92bbcf8dd","claim":"CHARLES & COLVARD LTD: Amended bylaws to change the range of authorized director count from 4-9 to 3-9 (effective 2026-03-27).","evidence_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-212148","ticker":"BRK-B","company_name":"BERKSHIRE HATHAWAY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Berkshire Hathaway discloses CFO succession, annual meeting results","event_type":"leadership","sec_items":["2.02","5.02","5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","same event type: leadership","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-212148","json":"https://secwatch.observer/filing/0001193125-26-212148.json","markdown":"https://secwatch.observer/filing/0001193125-26-212148.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/0001193125-26-212148-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/d74313d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"On May 3, 2026, the Board of Directors of Berkshire (the “Board”) voted to amend and restate Berkshire’s By-Laws effective immediately.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067983/000119312526212148/0001193125-26-212148-index.htm"}},{"accession":"0000036966-26-000070","ticker":"FHN","company_name":"FIRST HORIZON CORP","filed_at":"2026-04-29T23:59:59+00:00","headline":"First Horizon Amends Bylaws to Reduce Board Size; Reports Annual Meeting Results","event_type":"leadership","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: leadership","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000036966-26-000070","json":"https://secwatch.observer/filing/0000036966-26-000070.json","markdown":"https://secwatch.observer/filing/0000036966-26-000070.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/36966/000003696626000070/0000036966-26-000070-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/36966/000003696626000070/fhn-20260427.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"On April 27, 2026, the Board of Directors unanimously approved an amendment to Section 3.2 of the Bylaws of First Horizon Corporation (as amended, the “Bylaws”), effective immediately. As amended, Section 3.2 provides that the Board of Directors shall consist of fourteen members until directors are elected at the 2026 annual meeting of shareholders (the “Annual Meeting”) and thereafter shall consist of twelve members.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/36966/000003696626000070/0000036966-26-000070-index.htm"}},{"accession":"0001193125-26-214945","ticker":"MAN","company_name":"ManpowerGroup Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause","event_type":"other_material","sec_items":["5.02","5.03","5.07","8.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214945","json":"https://secwatch.observer/filing/0001193125-26-214945.json","markdown":"https://secwatch.observer/filing/0001193125-26-214945.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/man-20260508.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm"}},{"accession":"0000051143-26-000043","ticker":"IBM","company_name":"INTERNATIONAL BUSINESS MACHINES CORP","filed_at":"2026-05-01T23:59:59+00:00","headline":"IBM annual meeting: 2026 LTPP approved, all directors elected, stockholder proposals defeated","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000051143-26-000043","json":"https://secwatch.observer/filing/0000051143-26-000043.json","markdown":"https://secwatch.observer/filing/0000051143-26-000043.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/51143/000005114326000043/0000051143-26-000043-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/51143/000005114326000043/ibm-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/51143/000005114326000043/0000051143-26-000043-index.htm"}},{"accession":"0001692063-26-000022","ticker":"SNDR","company_name":"Schneider National, Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Shareholders approve 19.9M share increase in Omnibus Incentive Plan; bylaw changes adopted","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001692063-26-000022","json":"https://secwatch.observer/filing/0001692063-26-000022.json","markdown":"https://secwatch.observer/filing/0001692063-26-000022.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/0001692063-26-000022-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/sndr-20260430.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/0001692063-26-000022-index.htm"}},{"accession":"0000037785-26-000087","ticker":"FMC","company_name":"FMC CORP","filed_at":"2026-04-29T23:59:59+00:00","headline":"FMC director Dirk Kempthorne dies; shareholders reject supermajority elimination proposals","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000037785-26-000087","json":"https://secwatch.observer/filing/0000037785-26-000087.json","markdown":"https://secwatch.observer/filing/0000037785-26-000087.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/37785/000003778526000087/0000037785-26-000087-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/37785/000003778526000087/fmc-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1015155/000110465926036262/0001104659-26-036262-index.htm","comparable_excerpt":"stockholders approved certain amendments (the “ Charter Amendments ”) to the Company’s Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/37785/000003778526000087/0000037785-26-000087-index.htm"}},{"accession":"0001193125-26-251689","ticker":"SCHW","company_name":"SCHWAB CHARLES CORP","filed_at":"2026-06-01T21:00:25+00:00","headline":"Charles Schwab files Certificate of Elimination for Series I Preferred Stock","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","similar 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Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm"}},{"accession":"0000001961-26-000006","ticker":null,"company_name":"WORLDS INC","filed_at":"2026-06-01T18:59:55+00:00","headline":"Worlds Inc. changes name to Gemaxel Inc., effective March 26, 2026","event_type":"other_material","sec_items":["5.03","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","similar 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Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}