{"url_path":"/sec/tact/8-k/2026-03-03/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":"2026-03-03","source_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-002736-index.html","accession_number":"0001214659-26-002736","cik":"0001017303","ticker":"TACT","issuer_name":"TRANSACT TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017303/0001214659-26-002736-index.html","primary_entity_key":"0001017303","primary_entity_name":"TRANSACT TECHNOLOGIES INC"},"word_count":619,"has_tables":true,"body_markdown":"**Item 5.03****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn February 25, 2026, the Board of Directors (the “Board”)\nof TransAct Technologies Incorporated (the “Company”) amended and restated the Amended and Restated By-Laws of the Company\n(as amended and restated, the “Amended By-Laws”), effective as of such date. The amendments effected by the Amended By-Laws\ninclude the following:\n\n \n\n·updates to the stockholder meeting provisions to expressly contemplate virtual\nor “hybrid” meetings in accordance with the Delaware General Corporation Law (the “DGCL”);\n\n \n\n·revision of the provisions relating to stockholder meeting procedures to\naddress virtual and hybrid meeting logistics and conform to the DGCL as currently in effect, including provisions relating to quorum,\ncommunications regarding adjourned stockholder meetings, proxies, and the preparation and availability of the stockholder list in connection\nwith stockholder meetings;\n\n \n\n·clarification of the authority of the Board and the chair of the meeting\nto set the procedural rules that govern stockholder meetings, including agenda-setting, order of business, maintenance of order, attendance\nlimitations, and time limits for stockholder comments in light of the Company’s practice of holding virtual stockholder meetings;\n\n \n\n·permission for the Board to cancel a special meeting called upon stockholder\nrequest if a revocation by requesting stockholders causes the required ownership threshold not to be met;\n\n \n\n·revisions to the procedural mechanics and disclosure requirements relating\nto business proposals submitted, and director nominations made, by stockholders (other than proposals to be included in the Company's\nproxy statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),\nincluding:\n\n \n\noenhancement of the required disclosures for director nominees and proposing shareholders, including new disclosure requirements addressing\nbeneficial ownership, derivative and short positions, performance-based fee arrangements, voting arrangements, arrangements among participants,\nand intent to engage in a solicitation;\n\n \n\noupdates to promote consistency with universal proxy rules codified in Rule 14a-19 under the Exchange Act, including to require (a)\na statement as to whether a requesting shareholder intends to solicit proxies in support of director nominees other than the Company's\nnominees in accordance with Rule 14a-19, (b) that such shareholder provide the Company with reasonable evidence that the applicable requirements\nof such rule have been met, and (c) that a stockholder soliciting proxies use a proxy card color other than white (which is reserved for\nthe Company’s use); and\n\n \n\noa requirement for director nominees to provide a written representation and agreement addressing undisclosed compensation arrangements,\nvoting commitments, fiduciary compliance, consent to inclusion in the proxy statement, adherence to Company governance policies, and authorization\nfor background checks;\n\n \n\n·modernizing changes to the director compensation provision to contemplate\npayment for service on the Board and its committees and for service as chair of the Board or of a committee and to eliminate the concept\nof fixed fees for meeting attendance, which are not part of the Company’s director compensation program;\n\n \n\n·updates of the provisions relating to notices to, and waivers of notice by,\ndirectors to permit delivery of notices and waivers by electronic means;\n\n \n\n·updates to the officer provisions, including to clarify the term of office\nfor each officer, to expressly permit resignation by electronic means, to modernize the roles of the Treasurer and the Secretary, and\nto provide the Board, the Chief Executive Officer and the President with the flexibility to delegate powers or duties of officers; and\n\n \n\n·other administrative, technical, clarifying, and conforming changes.\n\n \n\n  \n\n \n\n \n\nThe foregoing description of the Amended By-Laws\ndoes not purport to be complete and is qualified in all respects by reference to the full text of the Amended By-Laws, a copy of which\n(marked to show changes from the prior By-Laws) is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein\nby reference."}