Arena Group ends director cash/stock compensation; board capped at six

Arena Group Holdings, Inc.

Non-employee directors no longer receive cash retainer or annual restricted stock grants; only expense reimbursement.
CEO base salary increased by $5,000 and Principal Financial Officer by $25,000, effective Jan 1, 2025.
Bylaws amended to cap board size at six members and adopt universal proxy rules with white card reserved for Board.
Stockholder list inspection at meetings no longer required under the amended bylaws.

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

Arena Group Holdings, Inc.: Adopted Third Restated Bylaws updating director nominations for universal proxy rules, restricting proxy card color, and reducing board size to six (effective 2025-01-13).

Change: bylaw amendment
Effective: 2025-01-13

Exact text from the filing

On January 13, 2025, the Board adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as further amended and restated, the “Third Restated Bylaws”) to, among other things: ● make certain updates to director nominations by stockholders in light of the “universal proxy” rules adopted by the U.S. Securities and Exchange Commission, including to require a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 of the Securities and Exchange Act of 1934 and for such stockholder to provide the Company with a certification demonstrating compliance with such requirement; ● add a provision that any stockholder soliciting proxies from other stockholders must use a proxy card other than white, which is reserved for exclusive use by the Board, and eliminates the requirement that the Company make a stockholder list available for inspection at a meeting

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Source: SEC EDGAR

accession 0001493152-25-002793

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