CYNGN Inc.
01/30/2026 | Press release | Distributed by Public on 01/30/2026 16:26
Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective January 27, 2026, by unanimous consent the Board of Directors (the "Board") of Cyngn, Inc. (the "Company") amended and restated the Bylaws of the Company (the "Amended Bylaws"). The approved revisions are intended to improve corporate governance by: (i) adding a comprehensive director-qualification framework; (ii) refine advance-notice director nomination mechanics (including supplemental information and timing); and (iii) clarify authority and standards for managing stockholder meetings held by remote communication. Among other matters, the Amended Bylaws:
| ● | Amend Section 2.12 to tighten and clarify the Company's ability to request supplemental director nominees information in the Company's proxy statement, with such provisions including the eligibility criteria, compliance with disclosure requirements and notification procedures applicable to such stockholders; |
| ● | Amend Section 2.14 to provide for any stockholder meeting to be held virtually or via means of remote communication and for the electronic transmission of notices for stockholder meetings (to the extent allowed under applicable law); and |
| ● | Add Section 3.15 to codify certain features concerning (i) the powers, election, qualification and term of directors, (ii) how Board vacancies are filled and (iii) procedures for director resignations and removals. |
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K.
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