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# Clear Secure Adds Disclosure Demands For Shareholders Who Want To Nominate Directors
- URL: https://www.bullished.co/clear-secure-adds-disclosure-demands-for-shareholders-who-want-to-nominate-directors-739ac1ad/
- Published: 2026-10-30T20:51:14.000Z
- Updated: 2026-10-30T20:51:14.000Z
- Description: The board's new bylaws set a 90-to-120-day notice window and ask nominators whether they will solicit holders of 67% of the voting power.
- Author: Matteo Parrino
- Tags: SEC Filings, YOU, Industry: Technology

Clear Secure's board adopted new bylaws on Thursday that [expand what shareholders must submit](https://www.sec.gov/Archives/edgar/data/0001856314/000185631426000048/you-20261029.htm?ref=bullished.co) to nominate directors or bring proposals to a vote, the company said in an [8-K](https://www.bullished.co/learn/8-k-items-explained/) filed Friday. The company said the update reflects the SEC's universal proxy rules.

## Notice windows and the 67% question

The Third Amended and Restated By-Laws took effect Thursday. Under the [new text](https://www.sec.gov/Archives/edgar/data/0001856314/000185631426000048/clear-thirdamendedandresta.htm?ref=bullished.co), a nomination or proposal for an annual meeting must reach the company no earlier than 120 days and no later than 90 days before the first anniversary of the prior year's meeting.

A nominating stockholder must also state whether it intends to solicit holders of at least 67% of the voting power in support of each nominee. Each nominee must deliver a completed questionnaire and a written representation and agreement.

The nominee paperwork covers independence and whether the nominee has been an officer or director of a competitor within the past three years. It also asks about any undisclosed voting commitments or outside pay arrangements tied to board service.

Nominators must also describe compensation and other material arrangements with related parties over the past three years.

## Affirmation deadlines

Nominating stockholders must affirm their information as accurate on three dates: the record date for the meeting, ten calendar days before the first anniversary of the prior year's proxy statement, and ten business days before the meeting. Each affirmation is due within five business days after its date.

They must also tell the company promptly, and no later than two business days before the meeting, if any information stops being accurate or complete in a material way. Proposals for other business carry a similar set of requirements, including a statement on whether the proponent will solicit proxies.

## The company behind the bylaws

Clear Secure, known as CLEAR, is a secure identity company that verifies people's identities in airports and for businesses. Its CLEAR+ travel subscription costs $209 a year and gives members dedicated lanes at airport security checkpoints. As of December 31, 2025, it reported 38 million total members and 166 CLEAR+ lanes across 60 airports.

The bylaws also say a nomination is disregarded if the nominating stockholder or a qualified representative does not appear at the meeting to make it.

Learn

- [Item 5.03: amendments to articles or bylaws →](https://www.bullished.co/learn/8-k-items-explained/#item-503-amendments-to-articles-or-bylaws)  
From 8-K Items Explained: What Every Item Code From 1.01 To 9.01 Tells You, With Examples

### Sources

- [8-K Filing — Clear Secure, Inc. (YOU)](https://www.sec.gov/Archives/edgar/data/0001856314/000185631426000048/you-20261029.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit clear-thirdamendedandresta.htm — Clear Secure, Inc. 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001856314/000185631426000048/clear-thirdamendedandresta.htm?ref=bullished.co) — SEC EDGAR