Professional Diversity Network Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 06:57

Amendments to Bylaws (Form 8-K)

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 10, 2026, the board of directors (the "Board") of Professional Diversity Network, Inc. (the "Company") adopted amendments to the Company's Second Amended and Restated Bylaws (the "Bylaws"), effective as of the same date.
The amendments revise certain provisions relating to stockholder meetings and voting standards. Specifically:
1.
Change of Quorum Requirement. Article II, Section 2.6 of the Bylaws was amended to reduce the quorum requirement for stockholder meetings from a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, to one-third (1/3) of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.
2.
Voting Standard (Other Than Election of Directors). Article II, Section 2.9 of the Bylaws was amended to change the voting standard for matters other than the election of directors from requiring the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter to requiring the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter, except as otherwise required by applicable law, the Company's certificate of incorporation or the Bylaws.
The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, which is filed as Exhibit 3.1(ii) to this Current Report on Form 8-K and is incorporated herein by reference.
Professional Diversity Network Inc. published this content on June 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 11, 2026 at 12:57 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]