Compass Diversified raises board meeting quorum

Q: What changed in CODI's director-meeting rules?

The amended operating agreement allows 24 hours’ notice by email under certain circumstances and raises the quorum from 35% to a majority of directors in office.

For director meetings, email notice may be given 24 hours ahead in certain circumstances, and quorum now requires a majority of directors in office.

Available on EDGAR 11/03/2026 - 04:14 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:14 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Compass Diversified Holdings (CODI) and its sponsor, Compass Group Diversified Holdings LLC, entered into amended trust and operating agreements effective November 1, 2026. The trust agreement names BNY Mellon Trust of Delaware as Delaware trustee and Elias J. Sabo and Stephen Keller as regular trustees. The operating agreement is between the Trust, holder of all trust interests, and Sostratus LLC, holder of all allocation interest.

The amendments update shareholder and member meeting procedures and nomination notices, including board interviews of director nominees, expanded disclosure requirements, and compliance with Rule 14a-19. For director meetings, they allow 24 hours’ notice by email under certain circumstances and raise the quorum from 35% to a majority of directors in office.

Filing Explained

The trust agreement amendments remove notice requirements related to the resignation or removal of regular trustees and the appointment of their successors, changing the process for trustee transitions.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Previous director quorum: 35% Email notice: 24 hours Effective date: November 1, 2026

3 metrics

Previous director quorum 35% Prior quorum requirement for director meetings

Email notice 24 hours Notice for director meetings under certain circumstances

Effective date November 1, 2026 Amended trust and operating agreements

Key Terms

Rule 14a-19, quorum, allocation interest

3 terms

Rule 14a-19 regulatory

"compliance with Rule 14a-19 under the Exchange Act"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

quorum technical

"increasing the quorum requirement from 35% to a majority"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

allocation interest financial

"holder of all allocation interest of the Company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changed in CODI's director-meeting rules?

The amended operating agreement allows 24 hours’ notice by email under certain circumstances and raises the quorum from 35% to a majority of directors in office.

What changed in CODI's shareholder nomination requirements?

The amended agreements update nomination notice requirements, including board interviews of director nominees, expanded disclosures about nominees and proposing shareholders or members, and compliance with Rule 14a-19 under the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 1, 2026

COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

Delaware

001-34927

57-6218917

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware

001-34926

20-3812051

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

301 Riverside Avenue, Second Floor, Westport, CT 06880

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 221-1703

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Shares representing beneficial interests in Compass Diversified Holdings

CODI

New York Stock Exchange

Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR A

New York Stock Exchange

Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR B

New York Stock Exchange

Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings

CODI PR C

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 3 Securities and Trading Markets

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in Item 5.03 below is incorporated herein in its entirety.

Section 5 Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Fourth Amended and Restated Trust Agreement

On October 29, 2026, the Board of Directors of Compass Group Diversified Holdings LLC (the “Company”) approved entry into the Fourth Amended and Restated Trust Agreement (the “Amended Trust Agreement”) of Compass Diversified Holdings (the “Trust”) among the Company, as sponsor, BNY Mellon Trust of Delaware, as Delaware trustee, and Elias J. Sabo and Stephen Keller, as regular trustees. The Amended Trust Agreement amended the Third Amended and Restated Trust Agreement of the Trust, dated as of August 3, 2021 and as further amended, to, among other things, (a) update provisions related to (i) the conduct of a meeting of shareholders, including allowing the board to adopt rules for conducting such meetings, (ii) the notice requirement for shareholder business and nominations, including requiring board interview of director nominees, expanded scope of disclosure of nominee and proposing shareholder information and compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) the notice requirement for the resignation and removal, and the appointment of the successor, of a trustee, including removing such notice requirements related to regular trustees, and (b) incorporate certain technical and clean-up changes as reflected in the remaining amendments.

Seventh Amended and Restated Operating Agreement

On October 29, 2026, the Board of Directors of the Company approved entry into the Seventh Amended and Restated Operating Agreement of the Company (the “Amended LLC Agreement”), between the Trust, as the holder of all trust interests of the Company, and Sostratus LLC, as the holder of all allocation interest of the Company. The Amended LLC Agreement amended the Sixth Amended and Restated Operating Agreement of the Company, dated as of August 3, 2021 and as further amended, to, among other things, (a) update provisions related to (i) the notice and quorum requirements for a meeting of directors, including allowing 24 hours’ notice by email under certain circumstances and increasing the quorum requirement from 35% to a majority of directors in office, (ii) the conduct of a meeting of the members of the Company, including allowing the board to adopt rules for conducting such meetings, and (iii) the notice requirement for member business and nominations, including requiring board interview of director nominees, expanded scope of disclosure of nominee and proposing member information and compliance with Rule 14a-19 under the Exchange Act, and (b) incorporate certain technical and clean-up changes as reflected in the remaining amendments.

The foregoing brief descriptions of the Amended Trust Agreement and the Amended LLC Agreement, both effective as of November 1, 2026, are not meant to be exhaustive and are qualified in their entirety by the Amended Trust Agreement and the Amended LLC Agreement, which are attached hereto as Exhibit 3.1 and 3.2, respectively, and are incorporated herein by reference.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number						Description

3.1						Fourth Amended and Restated Trust Agreement of the Trust.

3.2						Seventh Amended and Restated Operating Agreement of the Company.

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.


Date: November 3, 2026	COMPASS DIVERSIFIED HOLDINGS

	By:	/s/ Elias J. Sabo

		Elias J. Sabo
		Regular Trustee

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.


Date: November 3, 2026	COMPASS GROUP DIVERSIFIED HOLDINGS LLC

	By:	/s/ Elias J. Sabo

		Elias J. Sabo
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Compass Diversified raises board meeting quorum

Rhea-AI Filing Summary

Filing Explained

8-K Event Classification

Key Figures

Key Terms

FAQ

What changed in CODI's director-meeting rules?

What changed in CODI's shareholder nomination requirements?

Filing Exhibits & Attachments

Other Documents

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