Applied Digital amends bylaws: proxy access for 3% holders, board to shrink to 5

Applied Digital Corp.

Adopted Third Amended Bylaws on April 26, 2024; proxy access permits 3% holders (3+ years) to nominate up to 2 directors or 25% of board.
Opted into Nevada control-share statute (NRS 78.378-78.3793); existing holders exempted.
Board to decrease from 6 to 5 directors upon the next director resignation.
Code of Conduct amended to enhance compliance, workplace safety, and asset protection provisions.
Exclusive forum provision revised for certain disputes; technical and conforming changes made.

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

Applied Digital Corp.: Adopted Third Amended and Restated Bylaws with updates to advance notice procedures, proxy access, controlling interest provisions under Nevada law, exclusive forum selection, technical changes, and a reduction in board size from six to five upon next resignation (effective 2024-04-26).

Change: bylaw amendment
Effective: 2024-04-26

Exact text from the filing

On April 26, 2024, the Board of Directors (the “Board”) of Applied Digital Corporation (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), which became effective the same day.

View on SEC.gov

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

Applied Digital Corp.: Amended the Code of Conduct to modify, enhance, or further define activities related to maintaining a safe and fair workplace, acting in the Company’s best interest, protecting assets and information, and complying with laws (effective 2024-04-26).

Change: code of ethics
Effective: 2024-04-26

Exact text from the filing

On April 26, 2024, as a part of its periodic review of corporate governance matters, the Board of the Company approved amendments to the Company’s Code of Conduct (the “Code of Conduct”), which applies to all of the employees, officers, and directors of the Company.

View on SEC.gov

270 governance changes filed in the last 30 days. Browse all governance changes →

Applied Digital Corp. filing history →

Source: SEC EDGAR

accession 0001144879-24-000089

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