CENTRUS ENERGY CORP 8-K

What Happened Centrus Energy Corp (LEU) filed an 8-K on March 16, 2026 announcing adoption of its Fourth Amended and Restated Bylaws. The amendments clarify the company’s stockholder voting standard, implement procedures tied to the SEC’s universal proxy Rule 14a-19 for stockholder director nominations, and add a new forum selection clause designating Delaware courts for certain corporate disputes and federal district courts for Securities Act claims.

Key Details

• The Bylaws were adopted March 16, 2026 and are filed as Exhibit 3.1 to the 8-K.
• Article II, Section 6: clarified the stockholder voting standard (stated to reflect existing practice; no substantive change asserted).
• Article II, Section 9: updated to address Rule 14a-19 (universal proxy) — requires a nominating stockholder to (i) use a proxy card color other than white, (ii) make Rule 14a-19 process representations including that it intends to solicit proxies representing at least 67% of voting power for director elections, and (iii) meet Rule 14a-19 information requirements; the company may disregard proxies/votes for a nominee if the nominating stockholder fails to comply.
• Added Article XI: designates the Court of Chancery of the State of Delaware (or specified Delaware courts/federal district court alternatives) as the exclusive forum for certain state corporate law and derivative claims; federal district courts of the U.S. are designated as the exclusive forum for claims under the Securities Act of 1933.

Why It Matters These bylaw changes affect how stockholders can nominate and solicit support for director candidates (by imposing specific procedural and disclosure steps tied to the SEC’s universal proxy rule) and where certain legal disputes must be brought. For investors, that means predictable nomination procedures and a specified legal forum (Delaware) for many corporate disputes and Securities Act suits — items that can influence activist campaigns, proxy contests, and litigation strategy and costs.