Twin Disc, Incorporated has restated its corporate bylaws, introducing several key amendments to its governance structure and shareholder meeting procedures, effective October 29, 2026. The most significant changes include lowering the ownership threshold for shareholders to call a special meeting, formally allowing for virtual-only shareholder meetings, and incorporating the SEC's universal proxy rules.
Key Details
- Special Meeting Threshold: The ownership required for shareholders to call a special meeting has been reduced from 25% to 10% of outstanding voting shares, conforming to Wisconsin state law.
- Virtual Shareholder Meetings: The bylaws were amended to explicitly permit the Board of Directors to hold annual or special shareholder meetings solely by means of remote communication.
- Universal Proxy Rules: Provisions were added to incorporate SEC Rule 14a-19, establishing procedures and notification requirements for shareholders soliciting proxies for director nominations.
- Administrative Changes: The company's principal office was officially changed from Racine, WI, to Milwaukee, WI, and the window for holding the annual meeting was shifted from September/October to October/November.