{"url_path":"/sec/djco/8-k/2026-09-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 **            **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/783412/0001437749-26-030183-index.html","accession_number":"0001437749-26-030183","cik":"0000783412","ticker":"DJCO","issuer_name":"DAILY JOURNAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/783412/0001437749-26-030183-index.html","primary_entity_key":"0000783412","primary_entity_name":"DAILY JOURNAL CORP"},"word_count":376,"has_tables":true,"body_markdown":"**Item 5.03**            **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn September 10, 2026, Daily Journal Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”).  At the Special Meeting, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation eliminating cumulative voting rights in the election of directors (the “Amendment”).  The Amendment became effective upon the filing of Articles of Amendment with the Secretary of State of the State of South Carolina on September 11, 2026. \n\n \n\nIn connection with the Amendment, on September 10, 2026, the Company’s Board of Directors (the “Board”) approved amendments to the Company’s bylaws (as so amended, the “Amended and Restated Bylaws”) effective as of September 11, 2026 concurrently with the effectiveness of the Amendment, to, among other things, (1) make them consistent with the Amendment, (2) adopt a customary proxy access bylaw that allows a passive shareholder (or group of up to 20 passive shareholders) who own at least three percent of the Company’s shares and have owned those shares for at least three years to nominate two directors (or, if greater, twenty percent of the Board seats up for election) and have those nominees named in the Company’s proxy statement alongside the Company’s nominee, (3) adopt an exclusive forum provision requiring certain disputes to be resolved in the state or federal courts located within the State of South Carolina, (4) update Article V (Officers) to reflect the actual officer titles used by the Company and their duties, and (5) modernize the advance notice provision so that a shareholder must generally submit a director nomination no later than 60 calendar days before the anniversary of the prior year’s annual meeting, rather than 10 days before the meeting.  In addition, the Amended and Restated Bylaws clarify that shareholders do not have the authority to call a special meeting of shareholders, because the Company’s Articles of Incorporation do not confer this authority on shareholders, as would be required for a public corporation by South Carolina law.\n\n \n\nThe above summary is qualified in its entirety by reference to the full text of the Amendment and the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference."}