{"schema_version":"secwatch.filing_event.v1","accession":"0001314727-26-000050","form_type":"8-K","ticker":"SONO","cik":"0001314727","company_name":"Sonos Inc","filed_at":"2026-03-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.768126+00:00","generated_at":"2026-05-15T14:42:30.468980+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Sonos shareholders approve board declassification and eliminate supermajority voting","bullets":["Shareholders voted to amend certificate of incorporation to phase in board declassification starting 2026.","Shareholders also approved elimination of supermajority voting requirements from the certificate.","Three Class II directors elected: Carmine Arabia, Tom Conrad, Julius Genachowski (all with >84.8M for).","KPMG ratified as independent auditor for FY ending Oct 3, 2026 (106.7M votes for).","Advisory say-on-pay proposal passed with 84.9M for, 8.3M against."],"urls":{"canonical":"https://secwatch.observer/filing/0001314727-26-000050","json":"https://secwatch.observer/filing/0001314727-26-000050.json","markdown":"https://secwatch.observer/filing/0001314727-26-000050.md","text":"https://secwatch.observer/filing/0001314727-26-000050.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/sono-20260305.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T14:42:30.468980+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":"c58ee522e607cfcbe8a640e8ffdc5f95544bea7a","claim":"Sonos Inc: Amendment to Restated Bylaws to make conforming changes with respect to phased in declassification of the Board (effective 2026-03-10).","evidence_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","confidence":0.9},{"claim_id":"d6722a02fd77aa0f7418d9ca08987eb7958501b4","claim":"Sonos Inc: Amendment to Restated Certificate of Incorporation to phase in declassification of the Board and eliminate supermajority voting requirements (effective 2026-03-10).","evidence_excerpt":"On March 10, 2026, the Company filed an amendment to the Restated Certification of Incorporation to effect these changes, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001682852-26-000101","ticker":"MRNA","company_name":"Moderna, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001682852-26-000101","json":"https://secwatch.observer/filing/0001682852-26-000101.json","markdown":"https://secwatch.observer/filing/0001682852-26-000101.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/mrna-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm"}},{"accession":"0001065696-26-000036","ticker":"LKQ","company_name":"LKQ CORP","filed_at":"2026-05-08T23:59:59+00:00","headline":"LKQ stockholders approve 25% special meeting right; all director nominees elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001065696-26-000036","json":"https://secwatch.observer/filing/0001065696-26-000036.json","markdown":"https://secwatch.observer/filing/0001065696-26-000036.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/lkq-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm"}},{"accession":"0001140361-26-020041","ticker":"ENTG","company_name":"ENTEGRIS INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"Entegris shareholders eliminate supermajority voting; all directors elected","event_type":"other_material","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, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020041","json":"https://secwatch.observer/filing/0001140361-26-020041.json","markdown":"https://secwatch.observer/filing/0001140361-26-020041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/ef20072733_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-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: 5.03, 5.07, 9.01","same event type: other_material","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 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-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":"0001104659-26-057271","ticker":"TCMD","company_name":"TACTILE SYSTEMS TECHNOLOGY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Tactile Systems shareholders approve director removal amendment, re-elect all directors","event_type":"other_material","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, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057271","json":"https://secwatch.observer/filing/0001104659-26-057271.json","markdown":"https://secwatch.observer/filing/0001104659-26-057271.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/tm2613832d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm"}},{"accession":"0000883948-26-000051","ticker":"AUB","company_name":"Atlantic Union Bankshares Corp","filed_at":"2026-05-06T23:59:59+00:00","headline":"Atlantic Union shareholders approve removal of supermajority voting requirements","event_type":"other_material","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, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000883948-26-000051","json":"https://secwatch.observer/filing/0000883948-26-000051.json","markdown":"https://secwatch.observer/filing/0000883948-26-000051.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/aub-20260505x8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"The Amended and Restated Articles were effective on May 6, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm"}},{"accession":"0001144980-26-000082","ticker":"ABG","company_name":"ASBURY AUTOMOTIVE GROUP INC","filed_at":"2026-05-06T23:59:59+00:00","headline":"Asbury shareholders remove supermajority vote rules; reject special meeting proposal","event_type":"other_material","sec_items":["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: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001144980-26-000082","json":"https://secwatch.observer/filing/0001144980-26-000082.json","markdown":"https://secwatch.observer/filing/0001144980-26-000082.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/abg-20260504.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"(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_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm"}},{"accession":"0001437749-26-014872","ticker":"IMKTA","company_name":"INGLES MARKETS INC","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ingles Markets annual meeting: director Lowe faces 73% withheld votes; bylaw changes","event_type":"other_material","sec_items":["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: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014872","json":"https://secwatch.observer/filing/0001437749-26-014872.json","markdown":"https://secwatch.observer/filing/0001437749-26-014872.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/0001437749-26-014872-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/imkta20260504_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"on March 10, 2026, the Board approved an amendment to the Company's restated bylaws (the \"Restated Bylaws\") to make conforming changes to the Restated Bylaws with respect to phased in declassification of the Board, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1314727/000131472726000050/0001314727-26-000050-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/50493/000143774926014872/0001437749-26-014872-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}