Daily Journal Corporation filed a Form 8-K on September 11, 2026, reporting shareholder approval of an amendment to its Articles of Incorporation eliminating cumulative voting in director elections, along with related bylaw changes, a new share repurchase authorization, and a director resignation policy.

Key Highlights

  • Cumulative voting eliminated: Shareholders approved removing cumulative voting rights in director elections, with 804,436 votes for, 21,786 against, and 1,672 abstentions.
  • 848,577 shares represented: That total constituted a quorum at the Special Meeting held September 10, 2026.
  • Share repurchase authorized: The Board authorized repurchase of up to 35,000 shares of common stock (par value $0.01 per share), expiring September 30, 2027.
  • Proxy access bylaw adopted: Passive shareholders (or groups of up to 20) owning at least 3% of shares for at least three years may nominate up to two directors, or 20% of Board seats up for election, for inclusion in the company's proxy statement.
  • Director resignation policy effective: A policy requiring a director to resign upon receiving more "no" votes than "yes" votes in an uncontested election became effective September 10, 2026.
  • Advance notice window changed: Director nominations must now generally be submitted no later than 60 calendar days before the anniversary of the prior year's annual meeting, rather than 10 days before the meeting.

Daily Journal Corporation Governance Overhaul at September 2026 Special Meeting

According to the filing, Daily Journal Corporation (NASDAQ:DJCO) held a Special Meeting of Shareholders on September 10, 2026, at which shareholders approved an amendment to the company's Articles of Incorporation to eliminate cumulative voting in director elections. The amendment became effective upon filing of Articles of Amendment with the Secretary of State of South Carolina on September 11, 2026.

In connection with the amendment, the Board of Directors approved Amended and Restated Bylaws, also effective September 11, 2026. The filing describes the bylaw changes as addressing several areas: consistency with the elimination of cumulative voting; adoption of a proxy access bylaw permitting qualifying long-term shareholders to nominate directors for inclusion in the company's proxy materials; an exclusive forum provision directing certain disputes to state or federal courts in South Carolina; updates to officer titles and duties under Article V; and a revised advance notice requirement for director nominations. The bylaws also "clarify that shareholders do not have the authority to call a special meeting of shareholders, because the Company's Articles of Incorporation do not confer this authority on shareholders, as would be required for a public corporation by South Carolina law," according to the filing.

Separately, the Board authorized a share repurchase framework permitting the company to repurchase up to 35,000 shares of its outstanding common stock. The filing states the authorization does not require the company to purchase any shares, and that repurchases may be suspended or discontinued at any time. Management will determine timing and amounts after considering share price, economic and market conditions, and other uses of capital, according to the filing.

What Was Disclosed

Daily Journal Corporation reported shareholder approval of cumulative voting elimination, adoption of amended bylaws covering proxy access and forum selection, a Board-authorized repurchase framework for up to 35,000 shares expiring September 30, 2027, and a new director resignation policy effective September 10, 2026.