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# VTv Therapeutics Adds A Five-Day Proxy-Rule Check For Director Nominees In New Bylaws
- URL: https://www.bullished.co/vtv-therapeutics-adds-a-five-day-proxy-rule-check-for-director-nominees-in-new-bylaws-3c605669/
- Published: 2026-10-06T20:51:51.000Z
- Updated: 2026-10-06T20:51:51.000Z
- Description: The board also named federal courts as the forum for Securities Act suits and changed the voting standard for non-director matters.
- Author: Matteo Parrino
- Tags: SEC Filings, VTVT, Industry: Healthcare

vTv Therapeutics' board approved restated bylaws on Thursday that make stockholders prove they followed the SEC's universal proxy rule before nominating directors, according to an [8-K filed Tuesday](https://www.sec.gov/Archives/edgar/data/0001641489/000164148926000032/vtvt-20261001.htm?ref=bullished.co). The same document sends Securities Act lawsuits to federal courts.

## What the 8-K says

The board adopted the Third Amended and Restated By-Laws on October 1, the filing's Item 5.03 says. The company attached the full text as [Exhibit 3.1](https://www.sec.gov/Archives/edgar/data/0001641489/000164148926000032/thirdamendedandrestatedb.htm?ref=bullished.co).

The headline change is for nominations. A stockholder who wants to nominate one or more directors must now give the company reasonable evidence that it complied with Rule 14a-19, the SEC's universal proxy rule, no later than five business days before the meeting.

The filing lists four other changes:

- On every matter except director elections, a majority of the voting power of shares cast affirmatively or negatively becomes the act of the stockholders. The charter, the bylaws, applicable law and stock exchange rules can override that.
- Some meeting procedures were revised to match the current Delaware General Corporation Law.
- Federal district courts are the exclusive forum for any complaint under the Securities Act of 1933, unless the company agrees in writing to another forum.
- The board also made what it called other ministerial changes, clarifications and conforming revisions.

## What it changes for stockholders

Anyone planning a contested director slate now has an added compliance step with a fixed deadline. The bylaws also set a 67% threshold: a stockholder soliciting proxies for its own nominees must represent that it will solicit holders of at least that share of voting power, tracking Rule 14a-19.

The bylaws' text also sets timing for ordinary stockholder proposals. Notice must reach the company no earlier than 120 days and no later than 90 days before the first anniversary of the prior year's annual meeting. An adjournment or postponement does not restart that clock.

The forum clause narrows where holders can bring Securities Act claims. The voting-standard change means abstentions and non-votes do not count against a proposal on non-director matters, since only shares cast affirmatively or negatively are measured.

The filing was signed by President and Chief Executive Officer Paul J. Sekhri. The 8-K says its description of the changes is qualified in its entirety by the exhibit. VTVT shares closed at $30.03, down 0.99%, in Tuesday trading, per market data.

The 8-K does not give a reason for the changes, so the exhibit's text is the place to read the exact procedures.

### Sources

- [8-K Filing — vTv Therapeutics Inc. (VTVT)](https://www.sec.gov/Archives/edgar/data/0001641489/000164148926000032/vtvt-20261001.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit thirdamendedandrestatedb.htm — vTv Therapeutics Inc. 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001641489/000164148926000032/thirdamendedandrestatedb.htm?ref=bullished.co) — SEC EDGAR