Vertical Data Inc. Adopts Amended Bylaws; Adds 10M Preferred Shares

What Happened

• Vertical Data Inc. (VDTA) filed an 8-K on Sept. 23, 2026 reporting results from its Sept. 17, 2026 annual meeting. Stockholders approved amended and restated bylaws and a Certificate of Amendment to the Articles of Incorporation that increases authorized shares by 10,000,000 (designated as preferred stock), bringing authorized shares to 110,000,000 (100,000,000 common; 10,000,000 preferred). The Certificate of Amendment was filed with the Nevada Secretary of State and will be effective upon acceptance.
• At the meeting the board nominees Deven Soni, David Hackett and Jaime Leverton were elected to serve until the 2027 annual meeting. Stockholders also ratified Simon & Edward LLP as the company’s independent registered public accounting firm. The company reported that an offering and issuance of RSUs was exempt from registration under Section 4(a)(2), Rule 506(b) and/or Rule 701 and applicable state laws, based on officer and director representations.

Key Details

• Annual Meeting date: September 17, 2026; record date: July 28, 2026 (13,645,342 shares outstanding).
• Authorized shares after amendment: 110,000,000 total (100,000,000 common; 10,000,000 preferred; par $0.0001).
• Director election vote totals (For / Withheld / Broker non-votes): Deven Soni 8,110,155 / 500 / 1,808,407; David Hackett 8,110,155 / 500 / 1,808,407; Jaime Leverton 8,110,155 / 500 / 1,808,407.
• Auditor ratification: Simon & Edward LLP ratified (8,110,655 votes for; 0 against; 0 abstentions).
• Bylaws approval vote: 8,110,055 for, 500 against, 1,808,407 broker non-votes. Certificate of Amendment approval: 8,110,655 for, 500 against, 100 abstentions, 1,808,407 broker non-votes.

Why It Matters

• Corporate governance: The amended bylaws and Article amendment update the company’s governance to standards aimed at supporting a national exchange listing (VDTA has stated uplisting as a near‑term objective). They also add indemnification and change board-by-law amendment voting mechanics.
• Capital flexibility: Authorizing 10 million preferred shares gives the company flexibility to issue preferred equity in the future for financing, strategic transactions, or other corporate needs; this can dilute common shareholders if used.
• Management & oversight: Re-election of directors and ratification of the auditor maintain continuity in leadership and financial oversight. The RSU issuance exemption note signals employee/official equity awards were made or planned without SEC registration, relying on private-offering exemptions.