MediaAlpha Inc.
12/16/2025 | Press release | Distributed by Public on 12/16/2025 15:08
Amendments to Bylaws (Form 8-K)
ITEM 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 10, 2025, the Board of Directors of MediaAlpha, Inc. (the "Company") approved an amendment and restatement of the Company's by-laws (as so amended and restated, the "Amended and Restated By-Laws"), which became effective the same day. Among other things, the Amended and Restated By-Laws:
•update the procedures and other requirements relating to meetings of stockholders, including by revising:
◦the scope of business that may be conducted at such meetings;
◦the process for stockholders to propose business to be brought;
◦the voting standard required to adjourn a meeting of stockholders to a majority of votes cast;
◦to eliminate the prior cap on the number of proxies that may be authorized by stockholders;
◦the treatment of proxies received by the Company for disqualified or withdrawn nominees for election to the Board;
•amend certain provisions relating to the election and terms of directors nominated pursuant to the Stockholders Agreement, as well as their service on committees of the Board;
•update certain requirements relating to nominations for election to the Board and to the removal of directors;
•clarify that the provision regarding director compensation in Section 3.13 does not limit directors from receiving other compensation;
•clarify that certain provisions relating to the indemnification of directors or officers by the Company apply to the fullest extent permitted by Delaware law;
•delete references to certain provisions of the Company's Stockholder Agreement that are no longer applicable to the Company;
•reflect recent amendments to the Delaware General Corporation Law; and
•eliminate the provisions of Article XII relating to payment of litigation costs in the event of certain legal actions brought against the Company.
The Amended and Restated By-Laws also incorporate ministerial, technical, clarifying and conforming changes. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
MediaAlpha Inc. published this content on December 16, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 16, 2025 at 21:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]