KULR Technology Group adopted Amended and Restated By-laws on April 28, 2026, implementing majority voting, proxy access, and exclusive forum provisions.
Key takeaways
Director elections now require a majority-of-votes-cast standard in uncontested elections, aligning with the certificate of incorporation.
Stockholder threshold to call special meetings reduced from two-thirds to 50% of voting power.
New proxy access allows 3% shareholders holding for three years to nominate directors.
Exclusive forum selection designates Delaware Court of Chancery for internal claims and federal courts for Securities Act claims.
By-law amendment procedure changed from simple Board majority to unanimous Board consent or majority stockholder approval.