EASTERN CO 8-K/A

What Happened The Eastern Company filed an 8-K (Mar 3, 2026) reporting that directors Charles W. Henry and Michael J. Mardy notified the Board on February 25, 2026 that they will not stand for re‑election and will retire at the Company’s 2026 Annual Meeting. On the same date the Board resolved to reduce its size from eight to six directors, effective when those terms expire. Also on February 25, 2026 the Board amended and restated the Company’s bylaws (the “Amended Bylaws”), implementing several governance and shareholder‑rights changes.

Key Details

• Directors: Charles W. Henry and Michael J. Mardy will retire and will serve until their terms expire at the 2026 Annual Meeting; neither departure was due to a disagreement with the Company.
• Board size: The Board will be reduced from 8 directors to 6 directors effective at the Annual Meeting.
• Bylaw voting standard: Shareholder threshold to amend the bylaws lowered from a 75% supermajority to a simple majority.
• Special meetings & nominations: Ownership threshold to call a special meeting lowered from 35% to 25% (with safeguards including a one‑year continuous ownership requirement and procedural disclosure requirements); the notice window for shareholder proposals/nominations is set at 90–120 days before the anniversary of the prior year’s meeting, and the Amended Bylaws add enhanced disclosure and representations for nominees and align certain provisions with SEC Rule 14a‑19 (universal proxy).

Why It Matters These changes materially alter corporate governance mechanics: by lowering the vote and ownership thresholds and updating nomination procedures, the Amended Bylaws make it legally easier for shareholders meeting the new requirements to seek bylaw amendments, call special meetings, or submit director nominations (subject to the stated procedural safeguards). The Board’s formal reduction in size and the announced retirements will change board composition going into the 2026 Annual Meeting. The full text of the Amended Bylaws is filed as Exhibit 3.1 to the 8‑K for investors who want the exact language. Keywords: board, directors, bylaws, shareholder rights, special meeting, nominations, Rule 14a‑19.