8-Kfiled March 16, 2026, 7:59 PM ETticker LEUCIK 0001065059
other materialconfidence highsentiment neutralmateriality 0.40
Centrus Energy Corp. adopts Fourth Amended and Restated Bylaws with proxy and forum changes
CENTRUS ENERGY CORP
Board adopted amended bylaws on March 10, 2026, clarifying stockholder voting standard without substantive change.
New provisions require nominating stockholders to comply with SEC Rule 14a-19 universal proxy rules, including 67% proxy solicitation representation.
Added exclusive forum clause: Delaware Chancery Court for state claims, federal district court for Securities Act claims, unless company consents otherwise.
CENTRUS ENERGY CORP: Amended Article II, Section 9 to adopt universal proxy rule procedures and requirements (effective 2026-03-10).
Change
bylaw amendment
Effective
2026-03-10
Exact text from the filing
amended Article II, Section 9 to address the universal proxy rules set forth in Rule 14a-19 as adopted by the U.S. Securities and Exchange Commission, generally applicable to the nomination of a director nominee by a stockholder of the Company, (a) requiring a nominating stockholder to (i) use a proxy card color other than white; (ii) comply with the new process requirements of Rule 14a-19, including a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors, and (iii) comply with the new information requirements of Rule 14a-19; and (b) clarifying that if a nominating stockholder fails to comply with Rule 14a-19, the Company will disregard any proxies or votes in favor of a stockholder nominee;
CENTRUS ENERGY CORP: Added exclusive forum provision for certain state law and Securities Act claims (effective 2026-03-10).
Change
bylaw amendment
Effective
2026-03-10
Exact text from the filing
added a new Article XI which provides that unless the Company consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for certain state corporate law or shareholder derivative claims and claims related to the business of the Corporation, the conduct of its affairs or the rights of the Corporation or its stockholders, directors or officers and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
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