Polomar Health Services: Director Resignations; Bylaws Amended

What Happened Polomar Health Services, Inc. (PMHS) filed an 8-K reporting that certain directors have resigned and that its Board adopted Amended and Restated Bylaws effective July 1, 2026. The adoption of the new bylaws was approved by the written consent of the holders of the Company’s Series A Convertible Preferred Stock to the extent required under the Certificate of Designations. The filing attaches the Amended and Restated Bylaws as Exhibit 3.1.

Key Details

• Effective date: July 1, 2026 (Amended and Restated Bylaws).
• Board size: Bylaws provide for not fewer than one and not more than nine directors, with the Board fixing the number (cannot exceed nine without stockholder approval).
• Voting & nominations: Adopts a majority-vote standard for uncontested director elections (plurality in contested elections) and adds an accompanying director resignation policy; establishes advance notice procedures for stockholder nominations and proposals, including procedures addressing compliance with the SEC’s universal proxy rules (Rule 14a-19).
• Governance updates: Adds office of Executive Chairman, permits remote meetings and actions by written/electronic consent, expands indemnification and expense advancement for directors and officers, and updates provisions to conform to Nevada law.

Why It Matters Updated bylaws change how the company is governed and how directors are elected and replaced — for example, moving to majority voting in uncontested races can make it easier for stockholders to hold directors accountable. Remote meeting and written-consent provisions can speed corporate actions. The resignations reported may affect board composition and oversight, though the 8-K excerpt does not provide names or reasons. Investors should review the attached Amended and Restated Bylaws (Exhibit 3.1) for full details and monitor future filings for information about replacement directors and any impacts on strategy or oversight.