Daré Bioscience (DARE) reclassifies director to rebalance staggered board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Daré Bioscience, Inc. reported a change in how its board of directors is classified. The six-member board is divided into three classes, with one class elected each year for a three-year term. To rebalance these classes, director Gregory W. Matz voluntarily resigned as a Class II director, whose term would have expired at the 2028 annual meeting, and was simultaneously reappointed as a Class III director, whose term will expire at the 2026 annual meeting. Mr. Matz and Sabrina Martucci Johnson, the other Class III director, will stand for re-election at the 2026 annual meeting of stockholders. The company stated that this step was taken solely to rebalance the three director classes, that Mr. Matz’s service is deemed continuous for all other purposes, and that his board committee assignments did not change.
Positive
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Negative
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Terms
Restated Certificate of Incorporation, Third Amended and Restated By-laws, Class II directors, Class III director, +1 more
5 terms
Restated Certificate of Incorporation regulatory
"Under its Restated Certificate of Incorporation, as amended, and Third Amended and Restated By-laws"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Third Amended and Restated By-laws regulatory
"Under its Restated Certificate of Incorporation, as amended, and Third Amended and Restated By-laws"
Class II directors financial
"one of its members should be reclassified from Class II (with a term expiring at our 2028 annual meeting"
Class III director financial
"reclassified from Class II ... to Class III (with a term expiring at our 2026 annual meeting"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
annual meeting of stockholders financial
"with a term expiring at our 2028 annual meeting of stockholders"
FAQ
What board change did Daré Bioscience (DARE) disclose in this 8-K?
Daré Bioscience disclosed a reclassification of director Gregory W. Matz from Class II to Class III. He resigned as a Class II director and was simultaneously reappointed as a Class III director to help rebalance the company’s three director classes on its six-member board.
Why was Gregory W. Matz reclassified between director classes at Daré Bioscience (DARE)?
Gregory W. Matz was reclassified solely to rebalance Daré Bioscience’s three director classes. The board determined one member should move from Class II to Class III so each class more closely represents one-third of the total six directors, as contemplated by the company’s governing documents.
Will Gregory W. Matz’s service at Daré Bioscience (DARE) be considered continuous?
Yes. Although Gregory W. Matz formally resigned as a Class II director and was reappointed to Class III, Daré Bioscience stated that, for all other purposes, his service on the board is deemed to have continued uninterrupted, preserving continuity in his director role at the company.
Which Daré Bioscience (DARE) directors will stand for re-election in 2026?
Daré Bioscience stated that Class III directors Gregory W. Matz and Sabrina Martucci Johnson will stand for re-election at the company’s 2026 annual meeting of stockholders. Their current classification follows the rebalancing of the board’s three director classes described in the report.
Did Gregory W. Matz’s board committee roles change at Daré Bioscience (DARE)?
No. Daré Bioscience reported that there were no changes to Gregory W. Matz’s committee assignments as a result of his reclassification from Class II to Class III director. Only his board class designation changed; his committee responsibilities remained the same.
How is the Daré Bioscience (DARE) board of directors structured?
Daré Bioscience’s board is divided into three classes, with one class standing for election each year for a three-year term. The company’s governing documents contemplate that each class should, as nearly as possible, include one-third of the directors on the six-member board.