Intellicheck, Inc. 8-K

What Happened

• Intellicheck, Inc. announced that its Board of Directors approved a Second Amended and Restated Bylaws, effective July 17, 2026. The bylaws are the result of a comprehensive review (the prior bylaws dated to August 2007) and update the company’s governance rules in line with changes in Delaware law and SEC rules.

Key Details

• Effective date: July 17, 2026; Form 8-K filed July 23, 2026 (signed by CEO Bryan Lewis).
• Modernizations include electronic transmission/remote stockholder meetings, electronic records, and compliance with DGCL amendments.
• Meeting rules: the Board may set the date/time/place of annual meetings and may postpone/reschedule/cancel meetings in advance; special meetings may only be called by the CEO or the Board.
• Voting/quorum changes: quorum = majority in voting power of outstanding shares present in person or by proxy; most matters use a “majority of the votes cast” standard; director elections generally require a “majority of the votes cast” unless contested (then plurality).
• Other governance changes: advance notice procedures for stockholder nominations and proposals, adoption of universal proxy provisions (Rule 14a-19), removal of a fixed 5–9 director range, elimination of prior bylaws allowing directors to remove other directors for cause, Board-only authority to fill vacancies (except as law/certificate require), and added indemnification/advancement provisions.

Why It Matters

• These bylaw changes update how Intellicheck runs shareholder meetings, nominations, and elections, and align the company with recent Delaware and SEC rules. For investors, that means clearer rules on remote/online participation, how and when meetings are called or changed, voting standards for corporate actions and director elections, and new procedural requirements for shareholders who want to nominate directors or propose business. The full text of the amended bylaws is attached as Exhibit 3.1 to the 8-K for investors who want the exact language.