Twin Disc, Incorporated filed a Form 8-K on October 29, 2026, disclosing the restatement of its corporate Bylaws effective that same date and the filing of an updated description of its common stock.

Key Highlights

  • Bylaws restated: The Board of Directors restated the Bylaws of Twin Disc, Incorporated effective October 29, 2026.
  • Principal office relocated: Article I was amended to reflect that the principal office in Wisconsin is now located in the City of Milwaukee, Milwaukee County, changed from the City of Racine, Racine County.
  • Annual meeting window shifted: The annual shareholder meeting window moved from September or October to October or November, with the default date changed from the third Friday of October to the second Thursday of November.
  • Special meeting threshold lowered: The share ownership threshold to call a special meeting of shareholders was reduced from 25% to 10% of outstanding shares entitled to vote, conforming to Wisconsin Business Corporation Law.
  • Remote communication provisions added: Multiple Bylaw sections were amended to allow shareholders and proxies to participate in annual and special meetings by means of remote communication.
  • Universal proxy compliance added: Article II, Section (14)(b) was amended to incorporate requirements under Rule 14a-19 of the Securities Exchange Act of 1934, governing shareholders soliciting proxies in support of director nominees other than the Corporation's nominees.
  • Securities description updated: An updated Description of Securities was filed as Exhibit 4.1, superseding any prior description of the Company's common stock in regulatory filings.

Twin Disc Bylaw Changes: Office, Meetings, and Proxy Rules

According to the filing, the Board of Directors of Twin Disc, Incorporated (NASDAQ:TWIN) restated the Company's Bylaws effective October 29, 2026, under Item 5.03 of the Form 8-K. The changes span several articles and address the Company's principal office location, shareholder meeting procedures, remote participation rights, and proxy solicitation rules.

The filing discloses that Article I was updated to designate Milwaukee, Milwaukee County as the location of the principal office in Wisconsin, replacing the prior designation of Racine, Racine County. For annual meetings, the permissible window shifted to October or November, and the default fallback date changed to the second Thursday of November at 2 o'clock p.m. The threshold for shareholders to call a special meeting was lowered from 25% to 10% of outstanding voting shares, which the filing states conforms to the Wisconsin Business Corporation Law.

Several sections of Article II were amended to permit participation in annual and special meetings by means of remote communication, including provisions governing notice, shareholder list access during remote-only meetings, adjournment notices, and waivers of notice. Additionally, Article II, Section (14)(b) was amended to require any shareholder soliciting proxies in support of director nominees other than the Corporation's nominees to comply with Rule 14a-19 under the Securities Exchange Act of 1934, including notification and certification obligations to the Corporation. Under Item 8.01, the Company also filed an updated Description of Securities as Exhibit 4.1, which the filing states "modifies and supersedes any prior description of the Common Stock of the Company" contained in regulatory filings.

What Was Disclosed

Twin Disc, Incorporated disclosed a restatement of its Bylaws effective October 29, 2026, covering its principal office location, annual and special meeting procedures, remote communication rights, and universal proxy compliance, along with an updated description of its common stock.