Clear Secure, Inc. filed a Form 8-K on October 30, 2026, reporting that its Board of Directors approved and adopted third amended and restated by-laws, effective October 29, 2026.

Key Highlights

  • Effective date: The Third Amended and Restated By-Laws became effective October 29, 2026, the same day the Board approved them.
  • Scope of changes: The amendments update and expand procedural and informational requirements for director nominations and stockholder proposals under the company's "advance notice" provisions.
  • Regulatory driver: The updates reflect the SEC's "universal proxy" rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
  • Exhibit filed: The full text of the Third Amended and Restated By-Laws is filed as Exhibit 3.1 to the report.
  • Signatory: The filing was signed by Caryn Seidman Becker, Chief Executive Officer, on October 30, 2026.

Clear Secure Board Amends By-Laws to Align with Universal Proxy Rules

According to the filing, Clear Secure, Inc. (NYSE:YOU) disclosed under Item 5.03 that its Board of Directors approved and adopted the Third Amended and Restated By-Laws on October 29, 2026. The company described the changes as updating and expanding "the procedural and informational requirements for director nominations and other proposals submitted by stockholders" under the company's existing advance notice provisions.

The filing states that the amendments are intended to reflect the SEC's "universal proxy" rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended. Universal proxy rules, which the SEC adopted separately, govern how stockholder nominees are presented alongside company nominees on proxy cards in contested director elections. Clear Secure's by-law amendments incorporate requirements tied to those rules into its advance notice framework.

The company noted in the filing that "the foregoing summary of the amendments to the by-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated By-Laws," which is attached as Exhibit 3.1 and incorporated by reference. No financial statements were included with this filing.

What Was Disclosed

Clear Secure, Inc. reported the adoption of its Third Amended and Restated By-Laws, effective October 29, 2026, updating advance notice provisions for stockholder nominations and proposals to conform with the SEC's universal proxy rules under Rule 14a-19.