NeoVolta, Inc. filed a Form 8-K on October 30, 2026, disclosing that its Board of Directors approved and adopted Third Amended and Restated Bylaws effective that same date.

Key Highlights

  • Quorum reduced: The amended bylaws set the stockholder meeting quorum at one-third of voting power, down from a majority required under the prior bylaws.
  • Director election standard: Directors are now elected by a plurality of votes cast, with all other questions decided by a majority of votes cast.
  • Abstentions and broker non-votes: These are counted as present for quorum purposes but are not counted as votes cast for or against any question or nominee.
  • Bylaw amendment threshold lowered: The Board may now amend the bylaws by an affirmative vote of a majority of directors, replacing the prior requirement of a 66 2/3% Board vote.
  • Stockholder amendment right: Stockholders may amend the bylaws by an affirmative vote of a majority of voting power of issued and outstanding voting securities, voting together as a single class.
  • Effective date: The Third Amended and Restated Bylaws became effective October 30, 2026, and are filed as Exhibit 3.1 to the Current Report.

NeoVolta's Third Amended Bylaws: Key Governance Changes Explained

According to the filing, NeoVolta, Inc. (NASDAQ:NEOV), an emerging growth company incorporated in Nevada and headquartered in Poway, California, disclosed that its Board of Directors approved and adopted the Company's Third Amended and Restated Bylaws on October 30, 2026. The amended bylaws replace the Company's Second Amended and Restated Bylaws in their entirety, with several substantive governance changes.

The most significant change identified in the filing concerns the quorum requirement for stockholder meetings. Under the prior bylaws, a majority of the voting power of shares issued and outstanding was required to constitute a quorum. The amended bylaws reduce that threshold to one-third of such voting power, present in person or represented by proxy. The filing also notes a shift in how votes are measured: under the prior bylaws, questions were decided by holders of a majority of the voting power present in person or represented by proxy, whereas the amended bylaws provide that every question other than director elections is decided by a majority of the votes cast, defined as votes cast in favor exceeding votes cast against.

The filing further states that abstentions and broker non-votes will no longer be counted as votes cast for or against any question or nominee, though they will continue to count toward determining whether a quorum is present. On the subject of bylaw amendments, the prior bylaws required a 66 2/3% affirmative Board vote; the amended bylaws reduce that to a majority of the directors comprising the Board. The filing notes that its description of the amended bylaws "is a summary and is qualified in its entirety by the full text of the Amended Bylaws," which are attached as Exhibit 3.1. The report was signed by Jing Nealis, Chief Financial Officer, on October 30, 2026.

What Was Disclosed

NeoVolta disclosed the adoption of its Third Amended and Restated Bylaws effective October 30, 2026, covering changes to stockholder meeting quorum, voting standards, treatment of abstentions and broker non-votes, and the threshold required to amend the bylaws at the Board level.