{"schema_version":"secwatch.filing_event.v1","accession":"0001144980-26-000003","form_type":"8-K","ticker":"ABG","cik":"0001144980","company_name":"ASBURY AUTOMOTIVE GROUP INC","filed_at":"2026-02-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.619644+00:00","generated_at":"2026-05-16T04:49:25.135008+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Asbury Automotive appoints new director, lowers special meeting threshold, Maritz departing board","bullets":["Christopher DiSantis appointed to Board effective March 1, 2026; will serve on Audit and Compensation Committees.","Philip Maritz, Board member since 2002, will not stand for re-election at the 2026 Annual Meeting (no disagreement).","Board amended by-laws to reduce special meeting request threshold from 50% to 25% of outstanding shares, effective January 29, 2026.","Board expands to 11 directors, of which 10 are independent (including DiSantis)."],"urls":{"canonical":"https://secwatch.observer/filing/0001144980-26-000003","json":"https://secwatch.observer/filing/0001144980-26-000003.json","markdown":"https://secwatch.observer/filing/0001144980-26-000003.md","text":"https://secwatch.observer/filing/0001144980-26-000003.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/abg-20260129.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T04:49:25.135008+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":"b73a87dbdbe16d632a12e11687d2853d6fb89ded","claim":"ASBURY AUTOMOTIVE GROUP INC: Amended By-Laws to lower threshold for stockholders to request special meeting from 50% to 25% and clarify procedures (effective 2026-01-29).","evidence_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-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"],"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 and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-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"],"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 and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-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":"0000943374-26-000219","ticker":"DCOM","company_name":"Dime Community Bancshares, Inc. /NY/","filed_at":"2026-06-01T20:02:33+00:00","headline":"Dime Commercial Bancshares name change effective; three executives amend employment agreements","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000943374-26-000219","json":"https://secwatch.observer/filing/0000943374-26-000219.json","markdown":"https://secwatch.observer/filing/0000943374-26-000219.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/846617/000094337426000219/0000943374-26-000219-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/846617/000094337426000219/form8k_052826.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"On May 28, 2026, the Company filed with the Department of State of the State of New York a Certificate of Amendment to Certificate of Incorporation to change our corporate name from Dime Community Bancshares, Inc. to Dime Commercial Bancshares, Inc., effective immediate.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/846617/000094337426000219/0000943374-26-000219-index.htm"}},{"accession":"0001829126-26-004879","ticker":"SAGU","company_name":"Shreya Acquisition Group","filed_at":"2026-05-11T23:59:59+00:00","headline":"Shreya Acquisition Group closes $110M IPO, 11M units at $10 each on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-004879","json":"https://secwatch.observer/filing/0001829126-26-004879.json","markdown":"https://secwatch.observer/filing/0001829126-26-004879.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/shreyaacq_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"On May 6, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm"}},{"accession":"0001104659-26-057731","ticker":"AEIS","company_name":"ADVANCED ENERGY INDUSTRIES INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"AEIS stockholders approve doubling of authorized shares to 140M and expansion of equity plan to 4.9M shares","event_type":"other_material","sec_items":["5.02","5.07","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057731","json":"https://secwatch.observer/filing/0001104659-26-057731.json","markdown":"https://secwatch.observer/filing/0001104659-26-057731.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/0001104659-26-057731-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/tm2612734d2_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/0001104659-26-057731-index.htm"}},{"accession":"0001193125-26-214680","ticker":"BAX","company_name":"BAXTER INTERNATIONAL INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"Baxter shareholders approve charter amendment and incentive plan; board adopts new executive severance plan","event_type":"other","sec_items":["5.02","5.07","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214680","json":"https://secwatch.observer/filing/0001193125-26-214680.json","markdown":"https://secwatch.observer/filing/0001193125-26-214680.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/d24051d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"the Board approved a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) reflecting that the number of directors on the Board shall not be less than seven nor more than twelve","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm"}},{"accession":"0001193125-26-208963","ticker":"RYZ","company_name":"Ryerson Holding Corp","filed_at":"2026-05-06T23:59:59+00:00","headline":"Ryerson stockholders approve 1.5M share increase in 2014 incentive plan; director Calhoun departs","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-208963","json":"https://secwatch.observer/filing/0001193125-26-208963.json","markdown":"https://secwatch.observer/filing/0001193125-26-208963.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1481582/000119312526208963/0001193125-26-208963-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1481582/000119312526208963/d149850d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"On April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1481582/000119312526208963/0001193125-26-208963-index.htm"}},{"accession":"0001690820-26-000039","ticker":"CVNA","company_name":"CARVANA CO.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Carvana stockholders approve 5-for-1 stock split, adopt new 2026 incentive plan","event_type":"other_material","sec_items":["5.02","5.03","5.07","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001690820-26-000039","json":"https://secwatch.observer/filing/0001690820-26-000039.json","markdown":"https://secwatch.observer/filing/0001690820-26-000039.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690820/000169082026000039/0001690820-26-000039-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690820/000169082026000039/cvna-20260505.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On and effective as of January 29, 2026, the Board amended the Company’s By-Laws (the “By-Laws”) regarding special stockholder meetings. Article II of the By-Laws has been amended to lower the threshold for stockholders to be able to request that the Board call a special meeting from 50% to 25% of all outstanding shares of the Company entitled to vote. The amendments also clarify the procedures to be followed by stockholders in order to properly call a special meeting of stockholders.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000003/0001144980-26-000003-index.htm","comparable_excerpt":"At the Annual Meeting, the Company's stockholders approved an amendment (the \"Amendment\") to the Company's Amended and Restated Certificate of Incorporation to effect a five-for-one forward stock split of the Company's Class A common stock and Class B common stock (the \"Stock Split\") and to proportionately increase the number of authorized shares of Class A common stock and Class B common stock (the \"Authorized Share Increase\").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690820/000169082026000039/0001690820-26-000039-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}