Daily Journal Corporation filed a Form 8-K on September 10, 2026, reporting that its shareholders approved an amendment to the company's Articles of Incorporation to eliminate cumulative voting rights in the election of directors. The amendment was approved at a Special Meeting of Shareholders held on that date and became effective on September 11, 2026, following its filing with the Secretary of State of South Carolina.
In connection with the amendment, the Board of Directors approved a set of Amended and Restated Bylaws, effective September 11, 2026. The bylaws include a proxy access provision allowing a passive shareholder or group of up to 20 passive shareholders who own at least three percent of the company's shares for at least three years to nominate two directors. The bylaws also establish an exclusive forum provision requiring certain disputes to be resolved in South Carolina state or federal courts, modernize the advance notice provision for director nominations to 60 calendar days prior to the annual meeting, and clarify that shareholders do not have the authority to call a special meeting.
Shareholder voting results from the Special Meeting show that the amendment to eliminate cumulative voting received 804,436 votes for, 21,786 votes against, and 1,672 abstentions. A total of 848,577 shares were represented at the meeting, with 20,683 broker non-votes.
The company also announced a new share repurchase framework authorizing the repurchase of up to 35,000 shares of its common stock, par value $0.01 per share. This authorization expires on September 30, 2027, and allows for open-market transactions compliant with Rule 10b-18.
Additionally, the company adopted a Director Resignation Policy effective September 10, 2026. The policy requires an incumbent director nominee to submit an irrevocable resignation if they fail to receive the vote required for election in an uncontested election. The Nominating Committee will review the resignation and recommend action to the Board, which must accept the resignation unless it is not in the best interests of the company. The Board must act within 90 days of election results certification, though it may defer acceptance for a period not exceeding 180 days if necessary.
