CitroTech Inc. replaced direct board appointment rights with nomination rights under amendments dated September 14, 2026. The rights depend on each investor group maintaining an ownership threshold tied to board size, while a non-voting observer may attend when no nominee is serving, subject to legal and listing requirements.

Key Highlights

  • Each nomination right ends permanently when the relevant ownership threshold is no longer satisfied.
  • A qualifying investor group may designate a non-voting board observer when its nominee is not serving.
  • The amendments replace board appointment rights with rights to designate nominees for election to CitroTech’s board.

The revised arrangements tie those rights to each investor group maintaining an ownership threshold determined by the size of CitroTech (AMEX: CITR)’s board.

Ownership Threshold Governs Nomination Rights

The amended agreements update arrangements originally dated May 28, 2026, and require CitroTech to include a qualifying nominee in the board-recommended slate and solicit proxies on substantially the same basis as for its other candidates. Any nominee remains subject to Shareholder approval, applicable law, CitroTech’s organizational documents and its director qualification policies. The nomination rights also remain subject to NYSE American LLC listing standards, board composition requirements and director independence rules for committee service. The threshold adjusts automatically when the board’s size changes, while the relevant rights terminate permanently if the investor group no longer satisfies it. When an investor is entitled to nominate a candidate but has no nominee serving on the board, the amendments permit a non-voting observer to attend board meetings and receive materials, subject to confidentiality obligations. The board may restrict that access to preserve attorney-client privilege, address actual or potential conflicts, comply with law or contractual confidentiality duties, or protect competitively sensitive information. The observer has no voting, consent, quorum or authority-to-bind rights. The amendments also revise the agreements’ survival provisions. Wesley J. Bolsen signed for CitroTech as chief executive officer.