Virgin Galactic amends bylaws: majority voting, universal proxy, exclusive forum

Virgin Galactic Holdings, Inc

Effective Aug 28, 2025, voting standard for non-director matters changed to majority of votes cast (excluding abstentions/broker non-votes).
Amended bylaws require compliance with SEC universal proxy rules (Rule 14a-19) for director nominations.
Enhanced disclosure requirements for stockholder nominations and proposals; prohibits nominating more candidates than seats.
Stockholders soliciting proxies must use a proxy card color other than white.
Adopts exclusive forum provision for federal district courts for claims under the Securities Act of 1933.

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

Virgin Galactic Holdings, Inc: Approved and adopted amendments to the Amended and Restated By-Laws, including changes to voting standard, universal proxy rules, procedural mechanics for stockholder nominations, proxy card color, exclusive forum, and other modernizing, clarifying, conforming, and additional changes (effective 2025-08-28).

Change: bylaw amendment
Effective: 2025-08-28

Exact text from the filing

On and effective August 28, 2025, the Board of Directors (the “Board”) of Virgin Galactic Holdings, Inc. (the “Company”) approved and adopted amendments to the Amended and Restated By-Laws of the Company (as amended, the “Amended and Restated By-Laws”).

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Virgin Galactic Holdings, Inc filing history →

Source: SEC EDGAR

accession 0001706946-25-000137

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