Nasdaq said the Charter Amendment providing for limited officer exculpation, which shareholders approved at the June 11, 2025 Annual Meeting of Shareholders, became effective upon its filing with the Secretary of State of the State of Delaware on January 14, 2026 after receiving SEC approval.

1. 01

   Nasdaq said the Charter Amendment providing for limited officer exculpation, which shareholders approved at the June 11, 2025 Annual Meeting of Shareholders, became effective upon its filing with the Secretary of State of the State of Delaware on January 14, 2026 after receiving SEC approval.

2. 02

   The company said the By-Laws Amendments, which the Board of Directors approved on April 23, 2025, received SEC approval and the company declared them effective on January 14, 2026.

3. 03

   Nasdaq said the By-Laws Amendments were made primarily to modernize the advance notice by-law provision regarding stockholder nominations and business proposals, including updates to address SEC rules relating to universal proxy cards, and to modernize provisions of the By-Laws to reflect recent amendments to the Delaware General Corporation Law.

4. 04

   The company said the By-Laws Amendments also included modernization of the emergency By-Law provision and adoption of a forum selection by-law provision providing that Delaware or federal courts, as applicable, shall be the exclusive forum for certain claims against the company.

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Original filing

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