BLACKBAUD INC 8-K

What Happened Blackbaud Inc. (BLKB) announced in an 8-K filed on December 19, 2025 that its board of directors adopted amended and restated bylaws, effective December 17, 2025. The filing (Item 5.03) states the Amended and Restated Bylaws update governance procedures and reflect developments in Delaware law; the full text is filed as Exhibit 3.1.

Key Details

• Board adoption date: December 17, 2025; 8-K filed December 19, 2025.
• Main changes: align bylaws with Delaware law and current practice; update procedures for stockholder nominations and stockholder proposals (excluding Rule 14a-8 proxy-included proposals).
• New requirements: in some cases limit, and in other cases specify additional information that proposing stockholders or their director nominees must provide.
• Also includes non-substantive technical, clarifying and conforming edits; complete amended bylaws are filed as Exhibit 3.1.

Why It Matters These bylaw changes affect how shareholders can nominate directors and submit proposals at meetings or by written consent, which is a governance matter investors should monitor. The filing does not disclose any financial impact or changes to executive roles; it is a legal/governance update intended to clarify procedures and reflect Delaware law. Investors who may propose nominations or shareholder proposals should review the filed Amended and Restated Bylaws (Exhibit 3.1) to understand the new requirements and timelines.