Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Stellar Bancorp, Inc.: The Board reduced the shareholder threshold to call a special meeting from 50% to 25% of outstanding voting shares, and amended provisions for amending bylaws by shareholders or the Board (effective 2025-02-26).
- Change
- bylaw amendment
- Effective
- 2025-02-26
Exact text from the filing
On February 26, 2025, the Board of Directors (the “Board”) of Stellar Bancorp, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”), which became effective upon approval. The Board approved amendments to the Bylaws to amend (i) Section 2.03 of the Bylaws to reduce the threshold for shareholders to call a special meeting of the shareholders from not less than 50% of the issued and outstanding shares of the Company entitled to vote at such special meeting to not less than 25% of the issued and outstanding shares of the Company entitled to vote at such special meeting, subject to the requirements and procedures set forth in the Bylaws; and (ii) Section 5.04 of the Bylaws to provide that (a) the shareholders of the Company may alter, amend, or repeal the Bylaws or may adopt new bylaws by the affirmative vote of the holders of a majority of the issued and outstanding shares of capital stock of the Company entitled to
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