Bolt Projects Holdings Inc.
10/17/2025 | Press release | Distributed by Public on 10/17/2025 14:13
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 17, 2025, the Board of Directors of Bolt Projects Holdings, Inc. (the "Company") approved and adopted amendments to the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws:
•reduce the quorum needed for stockholder meetings to one-third (33.33%) of the Company's voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy;
•address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
•establish procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation: requiring certain background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies; regarding the proposed nominees, including a representation that such candidate intends to serve the entire term, if elected; and prohibiting a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting;
•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which will be reserved for exclusive use by the Board;
•update those who may preside at meetings of stockholders and the scope of such person's rights and authority at such meetings; and
•update how vacancies on the Board of Directors may be filled.
The Amended and Restated Bylaws also incorporate certain modernizing, clarifying, conforming and additional changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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