{"url_path":"/sec/sgrp/8-k/2026-01-28/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":"2026-01-28","source_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-002307-index.html","accession_number":"0001437749-26-002307","cik":"0001004989","ticker":"SGRP","issuer_name":"SPAR Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004989/0001437749-26-002307-index.html","primary_entity_key":"0001004989","primary_entity_name":"SPAR Group, Inc."},"word_count":1142,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn January 22, 2026, the Board adopted and approved amendments to the existing Amended and Restated By-Laws of the Corporation. The Amendments include the following:\n\n \n\n \n\nI.\n\nSection 2.07. Voting.\n\n \n\n-\n\nDirectors shall be chosen by a plurality of the votes cast, instead of a majority of the votes cast.\n\n \n\nII.\n\nSection 2.11(d). Stockholder Proposals and Nominations.\n\n \n\n-\n\nIf the presiding Officer of the Annual Meeting determines at the Annual Meeting, that a stockholder proposal was made in contravention of any agreement that such proponent may have with the Corporation, such Officer shall so declare at the Annual Meeting and any such proposal shall not be acted upon at the Annual Meeting, unless a court of competent jurisdiction makes a contrary determination before or after the Annual Meeting.\n\n \n\nIII.\n\nSection 3.01. Number.\n\n \n\n-\n\nThe number of directors that shall constitute the whole Board shall be no fewer than five (5) and no more than seven (7), instead of set at seven (7) directors.\n\n \n\nIV.\n\nSection 3.07. Action by Written Consent.\n\n \n\n-\n\nAny action required or permitted to be taken by the Board may be taken without a meeting if at least the Required Number consent in writing to the action, instead of all members of the Board consenting in writing.\n\n \n\nV.\n\nSection 3.11. Director Re-election.\n\n \n\n-\n\nThis Section has been updated to reflect a change from majority to plurality vote to be compliant with the change to Section 2.07.\n\n \n\nVI.\n\nSection 3.12. Supermajority Board Approval.\n\n \n\n-\n\nThe Board shall not take any action at a meeting unless five (5) business days prior notice was given to all directors stating the purpose thereof, instead of 20 business days prior notice.\n\n \n\nVII.\n\nSection 4.02(c). Committee Charters, Powers, Etc. \n\n \n\n-\n\nFive (5) business days prior notice shall not be required to amend a Committee Charter as is required to amend the By-Laws, instead of 20 business days prior notice.\n\n \n\nVIII.\n\nSection 4.06(a). Quorum, Manner of Participation and Voting. \n\n \n\n-\n\nAt each meeting of any Committee the presence of a majority of its members then serving in office shall be necessary and sufficient to constitute a quorum for the transaction of business, instead of the Required Number of its members, but not less than one-third of the entire Committee.\n\n \n\nIX.\n\nSection 5.01. Positions, Election, Executives, Etc.\n\n \n\n-\n\nThis Section has been updated to reflect the descriptions that were previously in Sections 5.04 through 5.18, which have been removed.\n\n \n\nX.\n\nSections 1.03, 1.05, 1.06, 7.02, 7.03, 7.05, 7.07, 7.08, 9.03, and 9.04.\n\n \n\n-\n\nThe information in these Sections has been removed. These Section numbers have been left as placeholders and are marked RESERVED.\n\n \n\nThe foregoing description is only a summary of the Amendments and is qualified in its entirety by reference to a copy of the Amended and Restated By-Laws of the Corporation, As Adopted, Restated, Effective and Dated as of January 22, 2026, as attached to this Current Report as Exhibit 3.3, and is hereby incorporated herein by reference.\n\n \n\n**Forward Looking Statements**\n\n \n\nThis Current Report on Form 8-K (this “Current Report”) contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Corporation and its subsidiaries. “Forward-looking statements” are defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, and other applicable federal and state securities laws, rules and regulations, as amended.\n\n \n\nReaders can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “may,” “will,” “expect,” “intend,” “believe,” “estimate,” “anticipate,” “continue,” “plan,” “project,” or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (“Risks”). Those Risks include (without limitation): collection of the termination fee from Highwire Capital, potential non-compliance with applicable Nasdaq rules regarding the filing of periodic financial reports, director independence, bid price or other rules; any potential non-compliance with applicable Nasdaq annual meeting, director independence, bid price or other rules; the impact of selling certain of the Corporation's subsidiaries or any resulting impact on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations.\n\n \n\nFor additional information and risk factors that could affect the Corporation, see its 2024 Annual Report and other SEC Reports as filed with the SEC. The information contained in this Current Report is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise.\n\n \n\n \n\n \n\n \n\nYou should carefully review and consider the Corporation's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, “Expectations”), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.\n\n \n\nThese forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise."}