secwatch / observer
8-K filed May 6, 2026, 7:59 PM ET ticker ABG CIK 0001144980
other material confidence high sentiment neutral materiality 0.35

Asbury shareholders remove supermajority vote rules; reject special meeting proposal

ASBURY AUTOMOTIVE GROUP INC

item 5.03item 5.07item 9.01

Machine-readable event card

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ABG
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0001144980
company_name
ASBURY AUTOMOTIVE GROUP INC
filed_at
2026-05-06T23:59:59+00:00
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2026-05-14T18:02:32.009309+00:00
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2026-05-14T22:32:12.990494+00:00
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https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm
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https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/abg-20260504.htm
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JSON Markdown Plain text

Source-grounded claims

484b3e9e59882c82e15cd4d0bdab5f9b508da5e2

ASBURY AUTOMOTIVE GROUP INC: Amended By-Laws to remove supermajority voting requirements by replacing 80% supermajority vote with majority vote in Section 8.01 of Article VIII (effective 2026-05-04).

(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.

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

4e3ad60c3a610c246f90706e87c754037b78b2a2

ASBURY AUTOMOTIVE GROUP INC: Amended Certificate of Incorporation to remove supermajority voting requirements by replacing 80% supermajority vote with majority vote in Sections 6.04, 8.01, and 9.01 (effective 2026-05-04).

the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the "Charter") to remove all supermajority voting requirements.

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

Comparable filings

MRNA

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Filing page SEC filing

LKQ

LKQ stockholders approve 25% special meeting right; all director nominees elected

LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

ENTG

Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

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.

Filing page SEC filing

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

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.

Filing page SEC filing

TCMD

Tactile Systems shareholders approve director removal amendment, re-elect all directors

TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

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”).

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

Atlantic Union Bankshares Corp May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

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

Filing page SEC filing

IMKTA

Ingles Markets annual meeting: director Lowe faces 73% withheld votes; bylaw changes

INGLES MARKETS INC May 5, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

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.

Filing page SEC filing

IBM

IBM annual meeting: 2026 LTPP approved, all directors elected, stockholder proposals defeated

INTERNATIONAL BUSINESS MACHINES CORP May 1, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

(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.

Comparable filing

Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026.

Filing page SEC filing

Source: SEC EDGAR
accession 0001144980-26-000082
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