Motorsport Games Inc. Amends Bylaws, Tightens Stockholder Nomination Rules

What Happened

• Motorsport Games Inc. (MSGM) filed an 8-K (Items 3.03 and 5.03) reporting that its Board adopted Amended and Restated Bylaws, effective July 22, 2026. The filing notes a material modification to the rights of security holders and attaches the new Bylaws as Exhibit 3.1.
• The changes give the Board and the presiding officer broader authority to set meeting procedures and agendas, and significantly tighten the advance notice, disclosure and procedural requirements for stockholder nominations and proposals.

Key Details

• Effective date: July 22, 2026; Amended and Restated Bylaws filed as Exhibit 3.1.
• Advance notice window for annual meeting nominations: delivery not earlier than 120 days and not later than 90 days before the anniversary of the prior year’s meeting (with specified exceptions).
• Enhanced disclosure requirements for nominees/proposing stockholders: must disclose share ownership (class, number, acquisition date, intent), hedging/derivative positions, agreements with others, material legal proceedings, material relationships with the Company, and any plans that would be reportable on Schedule 13D.
• Nominees must complete a mandatory questionnaire, enter into a written representation/agreement, submit to interviews, and provide additional requested information within short timeframes; the Company may require verification and updates of submitted information.
• The Board/presiding officer can limit attendance/participation, set agendas and time limits, adjourn or postpone meetings with public notice, and remove noncompliant attendees; special meeting nomination rules align with annual meeting requirements.

Why It Matters

• For investors, these changes increase the procedural and disclosure hurdles for shareholders who want to nominate directors or bring business before meetings. The Board and meeting chair now have broader authority over meeting conduct and what business is presented, which affects how activist campaigns, proxy contests, and shareholder proposals are run.
• The filing does not include financial results or management changes; it is a corporate governance change that could influence shareholder engagement and the practical ability to nominate directors or propose actions at MSGM meetings.