Knife River shareholders approve elimination of supermajority voting requirements

Knife River Corp

Amendment to certificate of incorporation removes two-thirds supermajority voting provisions; effective May 22, 2025.
Board amended bylaws to align with charter change, removing related supermajority requirements.
Three Class II directors elected: Patricia Chiodo, Patricia L. Moss, William J. Sandbrook (each >50% of votes cast).
Non-binding advisory vote on executive compensation approved (43.6M for, 2.2M against); Deloitte ratified as auditor.

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

Knife River Corp: Removed supermajority voting requirements and made other immaterial, non-substantive and ministerial changes via Second Amended and Restated Bylaws (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

on May 22, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Second Amended and Restated Bylaws”), effective as of that date, to similarly remove the related two-thirds (66 2 / 3 %) supermajority voting requirements to align with the Second Amended and Restated Certificate of Incorporation, as well as make other immaterial, non-substantive and ministerial changes.

View on SEC.gov

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

Knife River Corp: Eliminated supermajority voting requirements and made other immaterial, non-substantive and ministerial changes via Second Amended and Restated Certificate of Incorporation (effective 2025-05-22).

Change: charter amendment
Effective: 2025-05-22

Exact text from the filing

the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to eliminate the two-thirds (66 2 / 3 %) supermajority voting requirements and make other immaterial, non-substantive and ministerial changes (as amended and restated, the “Second Amended and Restated Certificate of Incorporation”)

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Source: SEC EDGAR

accession 0001955520-25-000043

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