Compass Diversified Holdings filed a Form 8-K on November 3, 2026, disclosing that its Board of Directors approved amendments to its governing documents, the Fourth Amended and Restated Trust Agreement and the Seventh Amended and Restated Operating Agreement, both effective as of November 1, 2026.

Key Highlights

  • Board approval date: The Board of Directors of Compass Group Diversified Holdings LLC approved both amended agreements on October 29, 2026.
  • Effective date: Both the Amended Trust Agreement and the Amended LLC Agreement became effective as of November 1, 2026.
  • Trust Agreement parties: The Fourth Amended and Restated Trust Agreement is among Compass Group Diversified Holdings LLC as sponsor, BNY Mellon Trust of Delaware as Delaware trustee, and Elias J. Sabo and Stephen Keller as regular trustees.
  • Shareholder meeting rules: The Amended Trust Agreement updated provisions allowing the board to adopt rules for conducting shareholder meetings and expanded disclosure requirements for director nominees and proposing shareholders.
  • Quorum change: The Amended LLC Agreement increased the quorum requirement for director meetings from 35% to a majority of directors in office.
  • Notice flexibility: The Amended LLC Agreement allows 24 hours' notice by email for director meetings under certain circumstances.
  • Rule 14a-19 compliance: Both amended documents incorporate requirements for compliance with Rule 14a-19 under the Securities Exchange Act of 1934.

Compass Diversified Amends Governance Documents Effective November 1, 2026

According to the filing, Compass Group Diversified Holdings LLC's Board of Directors approved two governance document amendments on October 29, 2026. The Fourth Amended and Restated Trust Agreement updated the prior Third Amended and Restated Trust Agreement, which had been dated as of August 3, 2021 and subsequently amended. Among the changes disclosed, the new Trust Agreement updated provisions governing the conduct of shareholder meetings, expanded the scope of required disclosures for director nominees and proposing shareholders, and added a requirement that the board interview director nominees.

The filing also disclosed that the Seventh Amended and Restated Operating Agreement replaced the Sixth Amended and Restated Operating Agreement of the Company, also originally dated August 3, 2021 and subsequently amended. The Amended LLC Agreement introduced several procedural changes: it permits 24 hours' notice by email for director meetings under certain circumstances, raises the quorum threshold for director meetings from 35% to a majority of directors in office, and updates provisions governing the conduct of member meetings. Both agreements also incorporate expanded nominee and proposing member disclosure requirements and mandate compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as the filing noted.

The filing states that both agreements are attached as exhibits (Exhibit 3.1 and Exhibit 3.2, respectively) and that the descriptions provided "are not meant to be exhaustive and are qualified in their entirety" by those exhibits. Compass Diversified Holdings (NYSE:CODI) signed the filing through Elias J. Sabo, who serves as Regular Trustee of the Trust and Chief Executive Officer of the Company.

What Was Disclosed

Compass Diversified Holdings disclosed amendments to its Trust Agreement and Operating Agreement, both effective November 1, 2026, covering changes to meeting conduct rules, director nominee requirements, quorum thresholds, and regulatory compliance provisions.