ALIGN TECHNOLOGY INC 8-K

What Happened

• Align Technology, Inc. (ALGN) filed an 8-K reporting that on February 24, 2026 its Board approved and adopted Amended and Restated Bylaws effective that day. The amendment specifies that the Board will call a special meeting of stockholders only if one or more stockholders who have continuously held at least 25% of the company’s outstanding common stock for at least one year prior to the mailing date properly request the meeting and meet certain informational, timing and other requirements. The filing of the new bylaws is included as Exhibit 3.1 to the 8-K.

Key Details

• Date adopted: February 24, 2026; 8-K filed February 26, 2026.
• New stockholder special-meeting threshold: continuous ownership of at least 25% of outstanding common stock for at least one year prior to the request.
• Amended bylaws also include clarifying, conforming, technical and ministerial language changes.
• Bylaws filed as Exhibit 3.1 to the Form 8-K.

Why It Matters

• This is a governance change that raises the bar for shareholders seeking to force a company-wide special meeting. A 25% continuous ownership requirement is a high threshold that makes it difficult for smaller or activist investors to unilaterally call special meetings.
• For investors, the change affects how shareholder proposals, leadership challenges or other corporate actions could be initiated outside the annual meeting process. It does not report any financial results or executive changes — it is strictly a corporate governance update.