Twin Disc, Incorporated filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 29, 2026, to disclose amendments to its corporate bylaws. The filing states that the Board of Directors restated the Bylaws effective October 29, 2026.
The restated document includes several specific changes to governance procedures:
- Principal Office Location: Article I was amended to specify that the principal office in Wisconsin is located in the City of Milwaukee, Milwaukee County, replacing the previous designation of Racine.
- Annual Meeting Schedule: Article II, Section (1) was updated to set the annual shareholder meeting window during October or November. If the Board fails to designate a date at least 30 days prior to October 1st, the meeting will be held on the second Thursday of November at 2:00 p.m.
- Special Meeting Threshold: The threshold for shareholders to call a special meeting was lowered from 25% to 10% of outstanding shares, in accordance with the Wisconsin Business Corporation Law.
- Remote Communication: Multiple sections were amended to allow for and regulate shareholder participation via remote communication, including the Board's discretion to hold meetings solely by remote means and requirements for written notices to specify these methods.
- Universal Proxy Rules: Article II, Section (14)(b) was added to align with SEC Rule 14a-19. The new provisions require shareholders soliciting proxies for director nominees other than the company's nominees to provide specific notices and confirm compliance with the rule at least five business days prior to the meeting.
The filing also attached the Restated Bylaws as Exhibit 3.1 and updated the Description of Securities as Exhibit 4.1.
