PCS Edventures! Inc.

09/30/2025 | Press release | Distributed by Public on 09/30/2025 13:52

Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Election:

The following directors were elected at the Company's annual meeting that was held at our principal executive offices on September 26, 2025, and which was conducted online (the "2025 Annual Meeting"), where a majority of our shareholders were present either in person or by proxy, constituting a quorum of our shareholders under Article II, Section 7 of our Third Amended Bylaws: Todd R. Hackett, Michael J. Bledsoe and Sean P. Iddings. These directors will serve until the next annual meeting of our shareholders in 2026 or until their successors are elected and qualified.

Director Committees:

As a "smaller reporting company" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to have an Audit Committee, and accordingly, our Board of Directors is responsible for all matters that would customarily be handled by an Audit Committee; our Nominating and Governance Committee currently consists of our current Board members; and our Board of Directors as a whole determines executive compensation.

Mr. Hackett received no compensation as CEO and received no compensation as Chairman of our Board of Directors during our fiscal year ended March 31, 2025.Mr. Bledsoe, the Company's President, received $132,500 salaried compensation for his service in this capacity during the fiscal year ended March 31, 2025, and he has been excluded from receiving additional compensation as a Board member. Mr. Iddings, the Company's sole independent director, receives 20,000 shares of our no par value common stock comprised of "restricted securities," as defined in United States Securities and Exchange Commission (the "SEC") Rule 144, per quarter of service, as a member of our Board of Directors; and he was elected as a director when our Board of Directors increased the number of members of our Board of Directors to three (3) members pursuant to Article I, Section 2 of our Third Amended Bylaws, effective January 22, 2025. See our 10-K Annual Report for the fiscal year ended March 31, 2025, which was filed with the SEC on June 30, 2025 (the "Fiscal Year 2025 10-K"), specifically, Part III, Item 11. Executive Compensation, for detailed information about the compensation and outstanding equity awards of our directors and executive officers, a copy of which is available by Hyperlink in Section 9 - Financial Statements and Exhibits, Item 9.01, below, and which is incorporated herein by reference. A copy of our Third Amended Bylaws was filed as Exhibit 3.6to the Fiscal Year 2025 10-K in Part IV, Item 15. Exhibits, Financial Statements Schedules, and is also incorporated herein by reference.

There were no related party transactions during the fiscal year ended March 31, 2025, or to the date hereof.

Additional information about our Board of Directors is also contained under the heading "Proposal No. 1, Election of Directors," in our Definitive 14A Proxy Statement for our 2025 Annual Meeting, which was filed with the SEC on August 13, 2025 (the "2025 Proxy Statement"), a copy of which is available by Hyperlink in Section 9 - Financial Statements and Exhibits, Item 9.01, below, and which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

A majority of our shareholders also approved an amendment to our Articles of Incorporation that decreased the number of our authorized shares of common stock from 150,000,000 shares to 125,000,000 shares.

Additional information about the reasons for our Board of Directors authorizing this reduction in the number of shares of our common stock is contained in our 2025 Proxy Statement, under the heading "Proposal No. 3, Reasons for the Adoption of the Amendment to Our Articles of Incorporation," and which information is incorporated herein by reference.

PCS Edventures! Inc. published this content on September 30, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 30, 2025 at 19:52 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]