Centrus Energy Corp.
03/16/2026 | Press release | Distributed by Public on 03/16/2026 08:05
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 10, 2026, the board of directors ("Board") of Centrus Energy Corp. (the "Company") adopted the Fourth Amended and Restated Bylaws of the Company (the "Bylaws"), which made the following changes:
•amended Article II, Section 6 to clarify the stockholder voting standard, which reflects the application of the existing voting standard by the Company and does not effect a substantive change to the standard;
•amended Article II, Section 9 to address the universal proxy rules set forth in Rule 14a-19 as adopted by the U.S. Securities and Exchange Commission, generally applicable to the nomination of a director nominee by a stockholder of the Company, (a) requiring a nominating stockholder to (i) use a proxy card color other than white; (ii) comply with the new process requirements of Rule 14a-19, including a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of the Company's shares entitled to vote on the election of directors, and (iii) comply with the new information requirements of Rule 14a-19; and (b) clarifying that if a nominating stockholder fails to comply with Rule 14a-19, the Company will disregard any proxies or votes in favor of a stockholder nominee; and
•added a new Article XI which provides that unless the Company consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for certain state corporate law or shareholder derivative claims and claims related to the business of the Corporation, the conduct of its affairs or the rights of the Corporation or its stockholders, directors or officers and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this filing by reference
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