TRIO-TECH INTERNATIONAL 8-K

What Happened
Trio-Tech International, Inc. (TRT) announced on Form 8-K filed July 10, 2026 that its Board approved the Third Amended and Restated Bylaws on July 7, 2026, and they became effective immediately. The amendments mainly (1) add notice and procedural requirements for shareholder director nominations and business proposals and incorporate the SEC’s universal proxy rules (Rule 14a‑19), and (2) establish exclusive-forum provisions for certain claims, with specified federal-court fallbacks.

Key Details

• Board approval date: July 7, 2026; Bylaws effective immediately.
• Adds shareholder nomination and business-proposal notice/procedure requirements and incorporates Rule 14a‑19 (universal proxy).
• Designates the Superior Court of California, County of Los Angeles as exclusive forum for derivative claims, fiduciary-duty claims, and claims under the Corporations Code, the Articles, or the Bylaws (with a federal-court fallback if no California state court has jurisdiction).
• Designates the federal district court as the exclusive forum for claims under the Securities Act of 1933. The full text of the Third Amended and Restated Bylaws is attached to the 8-K as Exhibit 3.1.

Why It Matters
These bylaw changes affect how shareholders bring director nominations and other proposals (clarifying timing and procedures and aligning with SEC universal-proxy requirements) and restrict where certain lawsuits involving the company must be filed. For investors, this can influence the mechanics of proxy contests and shareholder litigation strategy; the filing does not disclose any direct financial impact.