Matternet, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 22, 2026, announcing an amendment and restatement of its bylaws. The filing indicates that the company’s board of directors approved these changes, which took effect immediately upon approval.
The primary modification concerns the rules for establishing a quorum at stockholder meetings. Previously, a quorum required the presence of holders representing a majority of the voting power of the outstanding shares. Under the newly adopted Amended and Restated Bylaws, a quorum is now established by the presence of holders representing one-third (1/3) of the voting power of the outstanding shares entitled to vote. This change applies to all meetings of stockholders, with the exception of situations required by law or the company’s Amended and Restated Certificate of Incorporation.
The amendment also specifies that where a separate vote by a class or classes or series is required, a quorum for that specific vote is constituted by holders representing one-third (1/3) of the voting power of the outstanding shares of that class or series, present in person, by remote communication, or by proxy. The filing notes that the Amended and Restated Bylaws are filed as Exhibit 3.1 to this report.
