Legacy Housing Corporation
11/03/2025 | Press release | Distributed by Public on 11/03/2025 16:01
Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 29, 2025, in connection with certain recent changes to the Texas Business Organizations Code ("TBOC"), the Board of Directors of the Company (the "Board") approved and adopted certain amendments (the "Amendments") to the Company's Bylaws (the "Bylaws"), effective as of such date, to add new sections to:
| · | adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company's issued and outstanding shares in order to institute or maintain a derivative proceeding; |
| · | clarify that the exclusive forum for any "internal entity claim" as defined in the TBOC will be the United States District Court for the Northern District of Texas or, if the United States District Court for the Northern District of Texas lacks jurisdiction for such action, the Texas Business Court (or, if the Texas Business Court is not then accepting filings or determines that it lacks jurisdiction for such action, a Texas state district court in Tarrant County, Texas); and |
| · | provide for a jury trial waiver for "internal entity claims" as defined in the TBOC. |
Except as specifically amended above, the Bylaws remain in full force and effect.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of Amendment No. 1 to the Bylaws of the Company, Amendment No. 2 to the Bylaws of the Company and Amendment No. 3 to the Bylaws of the Company, which are filed as Exhibits 3.2, 3.3 and 3.4, respectively, to this current report and is incorporated by reference herein.
For reference, the Bylaws are filed as Exhibit 3.1 to this current report.
Item 8.01. Other Events.
On October 29, 2025, the Board appointed Curtis D. Hodgson as the Executive Chairman of the Board, effective as of such date. Mr. Hodgson co-founded the Company in 2005 and has served as a director of the Company since January 2018, and previously served as Executive Chairman of the Board from January 2022 to December 2024. Kenneth E. Shipley, who served as the Chairman of the Board prior to Mr. Hodgson's appointment, will continue to serve as a member of the Board.
Legacy Housing Corporation published this content on November 03, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 03, 2025 at 22:02 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]