secwatch / observer
8-K filed May 1, 2026, 7:59 PM ET ticker SNDR CIK 0001692063
other material confidence high sentiment neutral materiality 0.35

Shareholders approve 19.9M share increase in Omnibus Incentive Plan; bylaw changes adopted

Schneider National, Inc.

item 5.02item 5.03item 5.07item 9.01

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Schneider National, Inc.
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Source-grounded claims

874f5457d2b90496c7b449bee04b83e76a8f73f4

Schneider National, Inc.: Amended and Restated Bylaws to provide that lead independent director may call special meetings and act as chair in certain circumstances, and to specify chair succession upon vacancy (effective 2026-04-30).

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.95 SEC evidence

Comparable filings

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

IBM

IBM annual meeting: 2026 LTPP approved, all directors elected, stockholder proposals defeated

INTERNATIONAL BUSINESS MACHINES CORP May 1, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

Article III, Section 2 of the Company’s By-Laws was amended to decrease the number of directors to thirteen, effective April 28, 2026.

Filing page SEC filing

FMC

FMC director Dirk Kempthorne dies; shareholders reject supermajority elimination proposals

FMC CORP April 29, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

stockholders approved certain amendments (the “ Charter Amendments ”) to the Company’s Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).

Filing page SEC filing

MRNA

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc. May 11, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Filing page SEC filing

LKQ

LKQ stockholders approve 25% special meeting right; all director nominees elected

LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

ENTG

Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

Filing page SEC filing

TCMD

Tactile Systems shareholders approve director removal amendment, re-elect all directors

TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

Atlantic Union Bankshares Corp May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company’s stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board.

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

Source: SEC EDGAR
accession 0001692063-26-000022
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