DAILY JOURNAL CORP 8-K

What Happened
Daily Journal Corporation announced in an 8-K filed Feb. 5, 2026, that its Board of Directors established a Nominating Committee on Feb. 4, 2026 and adopted a charter to govern the committee. The committee will oversee director nominations and related governance matters under the newly adopted charter.

Key Details

• Committee established: Nominating Committee of the Board (charter adopted on Feb. 4, 2026).
• Members: Mary Conlin, John Frank, and Rasool Rayani (all independent); Rasool Rayani serves as Chair.
• Independence: Board determined each member meets Nasdaq Rule 5605(a)(2) independence requirements.
• Other board committees: The Board continues to maintain Audit and Compensation Committees (also composed of Conlin, Frank, and Rayani); Mary Conlin chairs both.

Why It Matters
Creating a formal Nominating Committee is a governance move that centralizes responsibility for identifying and recommending board candidates and overseeing board composition. For investors, this signals the company is formalizing its nomination process and aligning committee structure with Nasdaq independence standards, which can affect board oversight quality and investor confidence. The committee charter is included as an exhibit to the 8-K.