Daily Journal Corp Amends Charter, Adds Proxy Access, OKs Buyback

What Happened Daily Journal Corporation held a Special Meeting of Shareholders on September 10, 2026 and shareholders approved an amendment to the Articles of Incorporation eliminating cumulative voting in director elections. The Articles of Amendment were filed with the South Carolina Secretary of State and became effective on September 11, 2026. At the same time the Board approved Amended and Restated Bylaws (effective September 11, 2026) that, among other changes, add a proxy access bylaw, adopt an exclusive forum provision for certain disputes, update officer titles and duties, and modernize the director nomination notice timing.

Key Details

• Vote and quorum: 848,577 shares were represented. Amendment vote: For 804,436; Against 21,786; Abstain 1,672; broker non‑votes 20,683. Adjournment proposal passed (For 814,903; Against 30,816; Abstain 2,858).
• Proxy access: Passive shareholder (or group up to 20) owning ≥3% of shares for ≥3 years may nominate two directors (or, if greater, up to 20% of board seats up for election) to appear in the Company proxy statement.
• Share repurchase: Board authorized repurchases of up to 35,000 common shares, expiring September 30, 2027; purchases may be made in open-market Rule 10b-18 compliant transactions and are at management’s discretion.
• Director resignation policy: Board adopted a policy (effective Sept 10, 2026 following shareholder approval) requiring a director to offer resignation if they receive more “no” than “yes” votes in an uncontested election; resignations are effective upon Board acceptance.

Why It Matters Eliminating cumulative voting reduces a mechanism minority shareholders can use to elect directors, while the new proxy access bylaw gives long‑term, significant shareholders a formal path to nominate board candidates in the company’s proxy materials. The limited 35,000‑share repurchase authorization provides management a tool to buy stock but does not obligate purchases. The director resignation policy increases director accountability in uncontested elections. Together, these governance changes affect how directors can be nominated and replaced and may influence shareholder engagement and board composition going forward.