Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 6, 2026, the Board of Directors (the “Board”) of Rekor Systems, Inc. (the “Company”) approved and adopted an amendment to Section 2.5 of the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”), effective immediately.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:06 PM EDTCIK 1697851Accession 0001437749-26-032180
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2026, the Board of Directors (the “Board”) of Rekor Systems, Inc. (the “Company”) approved and adopted an amendment to Section 2.5 of the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”), effective immediately. The Bylaw Amendment reduces the quorum required for meetings of stockholders from a majority of the shares entitled to vote to forty percent (40%) of the shares entitled to vote, in each case present in person or represented by proxy, subject to the exceptions set forth in Section 2.5.
The amended quorum requirement applies to the Company’s 2026 Annual Meeting of Stockholders, which is scheduled to reconvene on October 16, 2026 at 10:30 a.m. Eastern Time, and to subsequent meetings of stockholders. The record date for the reconvened Annual Meeting remains the close of business on March 25, 2026. The proposals to be considered at the reconvened Annual Meeting, the Board’s voting recommendations and the voting standards applicable to those proposals are unchanged.
The Company is also filing definitive additional materials on Schedule 14A describing the Bylaw Amendment and its effect on the reconvened Annual Meeting.
Except for the amendment to Section 2.5, the Company’s Amended and Restated Bylaws remain unchanged. The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the Bylaw Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Title
Number
3.1 Amendment to and Restatement of Section 2.5 of the Amended and Restated Bylaws of Rekor Systems, Inc., effective October 6, 2026.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).