Business Context and Reporting Period
Company: Maximus, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 10, 2025
Event: Adoption of Amended and Restated By-laws by the Board of Directors.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a corporate governance report.
Material Changes
The Board of Directors approved amendments to the Company's By-laws effective immediately on June 10, 2025. Key changes include:
- Enhanced Disclosure Requirements: Shareholders proposing director nominations or business proposals must now disclose direct and indirect stock ownership, including derivative instruments from the past 24 months.
- Additional Disclosures: Proposing shareholders must disclose performance-related fees tied to Company stock, separated dividend rights, short interests, material relationships with nominees (past 3 years), and Schedule 13D information.
- Compliance Certifications: Proposing shareholders must certify compliance with laws regarding stock acquisition and disclose proxy statement information.
- Nomination Limits: The maximum number of nominees a shareholder may submit is limited to the number of directors to be elected. Substitute or alternate nominees are prohibited without timely notice.
- Procedural Updates: Requirements for updating information prior to the record date and shareholder meeting, and specific representations required from proposed nominees regarding voting commitments and compensation.
- Legal Conformance: Notice of meeting provisions were revised to conform to the Virginia Stock Corporation Act (Va. Code Ann. § 13.1-658).
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of financial risks. The primary focus is on corporate governance and shareholder meeting procedures.
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated By-laws filed as Exhibit 3.1 to this 8-K.
- Confirm the specific deadlines for updating shareholder information and representations prior to future shareholder meetings.
- Review the definition of "Derivative Instruments" within the new By-laws to understand the scope of required disclosures.
- Note that the amendments became effective immediately upon Board approval on June 10, 2025.