Perma-Fix rescinds 2023 share increase amid lawsuit, adopts amended bylaws

PERMA FIX ENVIRONMENTAL SERVICES INC

Board rescinded 2023 Share Increase Proposal (600k shares) to moot a stockholder class action challenging vote count.
New amendment to 2017 Stock Option Plan for same 600k shares approved; must be ratified by shareholders within 12 months.
Bylaws amended to align with 2025 DGCL changes re: fee-shifting prohibitions and forum selection clauses.
Article II Section 6 amended to clarify broker non-vote treatment under NYSE Rule 452, resolving litigation ambiguity.
No options were ever granted under the rescinded share increase; litigation rendered moot.

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Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PERMA FIX ENVIRONMENTAL SERVICES INC: Amended bylaws to align with recent DGCL amendments regarding attorney's fees and forum for non-internal corporate claims, and removed superfluous language in Article II, Section 6 (effective 2025-11-13).

Change: bylaw amendment
Effective: 2025-11-13

Exact text from the filing

On November 13, 2025, the Company’s Board approved certain amendments to the Company’s Second Amended and Restated Bylaws, as amended by the First, Second, Third, and Fourth Amendments thereto (as so amended, before incorporation of the November 13, 2025 amendments, the “Bylaws”). Certain provisions of the Bylaws were amended solely to align such provisions to recent amendments of the Delaware General Corporation Law (“DGCL”), adopted by the Delaware General Assembly on June 30, 2025 and made effective August 1, 2025, specifically, (i) an amendment of Section 109(b) of the DGCL, prohibiting the imposition of attorneys’ fees or expenses of a corporation or any other party in connection with any claims brought by a stockholder acting in its capacity as a stockholder or in the right of the corporation, and (ii) an amendment of Section 115 of the DGCL, which added a new subsection (c) to provide that, with respect to claims that are not “internal corporate claims,” a corporation’s certific

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Source: SEC EDGAR

accession 0001493152-25-024177

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