Kartoon Studios, Inc. 8-K

What Happened

• Kartoon Studios, Inc. (TOON) filed an 8‑K on July 2, 2026 disclosing that on July 1, 2026 the Board adopted (a) a form of Indemnification Agreement to be entered into with each current director and executive officer and (b) a series of amendments to the company bylaws (the “Bylaw Amendments”).
• The Indemnification Agreement provides contractual indemnification and advancement/reimbursement of expenses to the fullest extent permitted by law. The company intends to enter into the form agreement with its current directors and executive officers. (See Exhibit 10.1.)
• The Bylaw Amendments change stockholder procedures and governance rules, including eliminating written consent, restricting special meetings, creating advance notice rules for nominations, and establishing a two‑class staggered board. (See Exhibit 3.1.)

Key Details

• Effective date: July 1, 2026.
• Stockholder action: Stockholders may no longer act by written consent; all stockholder action must occur at a duly called annual or special meeting.
• Special meetings: Can be called only by a majority resolution of the Board; stockholders cannot call or request special meetings. The Board may postpone, reschedule, or cancel meetings.
• Governance and voting: Board will be classified into two classes with staggered two‑year terms; director removal generally requires holders of at least two‑thirds (66 2/3%) of outstanding voting shares.
• Stockholder rights/limits: Inspection rights limited to NRS 78.105 standards (six months continuous ownership or ≥5% ownership), with five days’ notice and a sworn affidavit; advance notice window for nominations is generally 120 to 90 days before the anniversary of the prior annual meeting.
• Other notable changes: Comprehensive indemnification and mandatory advancement of expenses for officers/directors (continuing after service ends); removal of prior bylaw language disapplying Nevada’s Control Share Acquisition statute; exclusive forum designated as the Eighth Judicial District Court in Clark County, Nevada.

Why It Matters

• These changes materially affect how shareholders can propose business and nominate directors (more advance notice, no written consents, and no shareholder‑called special meetings), and they make significant governance changes (classified board, supermajority removal/amendment thresholds).
• Indemnification agreements strengthen protections for directors and officers by providing contractual indemnity and expense advancement, which may affect director recruitment and legal risk allocation.
• Investors should note the tightened shareholder procedural rights and the board‑centric governance structure when assessing corporate control, proxy access, and potential future shareholder actions.

Filed exhibits: Bylaw Amendments (Ex. 3.1) and Form of Indemnification Agreement (Ex. 10.1).