Core Scientific approves board declassification, removes creditor consent rights; supermajority repeal fails

Core Scientific, Inc./tx

Stockholders approved declassifying Board: all directors to stand for annual election starting 2026 (for: 198.7M, against: 337k).
Amendment eliminating certain creditor consent rights from bankruptcy emergence also approved (for: 198.5M, against: 641k).
Proposal to remove 66 2/3% supermajority vote requirements failed (for: 188.1M, against: 2.3M, abstain 10.4M).
Fourth Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws filed effective May 27, 2025.
Board also amended Bylaws to conform, revise nomination/disclosure procedures, and remove post-bankruptcy sunset provisions.

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

Core Scientific, Inc./tx: Eliminated classified board, removed supermajority vote requirement, and eliminated creditor consent rights upon emergence from bankruptcy, effective upon filing of Fourth Amended and Restated Certificate of Incorporation (effective 2025-05-27).

Change: charter amendment
Effective: 2025-05-27

Exact text from the filing

the stockholder-approved amendments to the Certificate of Incorporation became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation on May 27, 2025 with the Secretary of State of Delaware.

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

Core Scientific, Inc./tx: Amended and restated bylaws to conform to charter amendments, revise procedural mechanics for stockholder nominations and proposals, and make ministerial changes (effective 2025-05-27).

Change: bylaw amendment
Effective: 2025-05-27

Exact text from the filing

the Board approved, contingent and effective upon stockholder approval of the Approved Proposals and effectiveness of the Fourth Amended and Restated Certificate of Incorporation, the amendment and restatement of the Company’s Second Amended and Restated Bylaws

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Core Scientific, Inc./tx filing history →

Source: SEC EDGAR

accession 0001628280-25-027960

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