Coastal Financial Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Major Banks
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2025
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2025 annual meeting of shareholders on May 28, 2025 (the “Annual Meeting”), the shareholders of Coastal Financial Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws which (i) removed Section 2.3 which prohibited the nomination, election, re-election or appointment of a person to the Board of Directors who is or will be 72 years old or older during his or her proposed term of office and (ii) amended Section 9.2 to permit the Board of Directors to amend, alter, or repeal any Bylaws in a manner that would affect the qualifications or term of office of the directors.
In addition, on May 28, 2025, the Board of Directors of the Company approved amendments to the Amended and Restated Bylaws to include more detailed advance notice and disclosure requirements for shareholder proposals and director nominations, including expanded information about shareholders, nominees, and associated persons, as well as new requirements for proxy solicitation and updated timelines for notice submission, effective May 28, 2025.
The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of such amendments reflected in the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COASTAL FINANCIAL CORPORATION | ||||||||
Date: June 3, 2025 | By: | /s/ Joel G. Edwards | ||||||
| Joel G. Edwards | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||