Two directors to retire; board size reduced; bylaws amended to lower supermajority and special meeting thresholds

EASTERN CO

Charles W. Henry and Michael J. Mardy will not stand for re-election at the 2026 Annual Meeting and will retire from the Board.
Board size reduced from 8 to 6 directors, effective at the 2026 Annual Meeting. Retirements not due to any disagreement.
Shareholder bylaw amendment threshold lowered from 75% supermajority to simple majority.
Ownership threshold to call a special meeting reduced from 35% to 25%, with new procedural requirements and safeguards.
Bylaws updated to align with SEC universal proxy rules (Rule 14a-19) and clarify Chairman role is not an officer position.

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

EASTERN CO: Board amended and restated bylaws to enhance shareholder rights, eliminate executive committee requirement, reduce special meeting threshold, and revise procedural mechanics for shareholder proposals and director nominations (effective 2026-02-25).

Change: bylaw amendment
Effective: 2026-02-25

Exact text from the filing

On February 25, 2026, the Board amended and restated the Amended and Restated Bylaws of the Company (as amended and restated, the “Amended Bylaws”), effective as of such date.

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EASTERN CO filing history →

Source: SEC EDGAR

accession 0001654954-26-001779

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