Envirotech Vehicles (NASDAQ: EVTV) sets quorum at one-third of shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Envirotech Vehicles, Inc. has amended its Amended and Restated Bylaws, effective June 27, 2026, to change the definition of a stockholder quorum. Going forward, a quorum for stockholder meetings will be met when holders of one-third of the shares entitled to vote are present in person or by proxy, unless a higher threshold is required by law, the certificate of incorporation, or the bylaws.

The same one-third standard applies when a separate vote of a particular class or series of shares is required, again subject to any higher requirement under applicable law or governing documents. The full text of the amended bylaws is filed as an exhibit to this report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

Quorum threshold: one-third (1/3) of shares entitled to vote

1 metrics

Quorum threshold one-third (1/3) of shares entitled to vote Quorum for stockholder and class meetings under amended bylaws

Key Terms

quorum, Amended and Restated Bylaws, Certificate of Incorporation

3 terms

quorum financial

"shall constitute a quorum for the transaction of business at such meeting"

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.

Amended and Restated Bylaws regulatory

"approved an amendment to the Company’s Amended and Restated Bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Certificate of Incorporation regulatory

"the Company’s Amended and Restated Certificate of Incorporation, as amended"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:39 PM Accepted by SEC EDGAR 06/29/2026 - 04:39 PM

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): June 27, 2026

ENVIROTECH VEHICLES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-38078		46-0774222
(Commission File Number)		(IRS Employer Identification No.)
7510 Ardmore Street Houston, TX		77054
(Address of Principal Executive Offices)		(Zip Code)

(870) 970-3355

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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
Common stock, $0.00001 par value	EVTV	Nasdaq Stock Market LLC

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

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. ☐

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

On June 27, 2026, the Board of Directors of Envirotech Vehicles, Inc., a Delaware corporation (the “Company”), approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately. The Amendment amends Section 1.6 of Article I of the Bylaws to provide that, (i) except as otherwise required by applicable law, the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), or the Bylaws, the presence in person or by proxy of the holders of one-third (1/3) of the shares of capital stock of the Company entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting and (ii) where a separate vote by a class or classes or series is required, except as otherwise required by applicable law, the Certificate of Incorporation, or the Bylaws, the presence in person or by proxy of the holders of one-third (1/3) of the shares of such class or classes or series entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business with respect to such vote.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Bylaws, as amended by the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
3.1		Amended and Restated Bylaws of Envirotech Vehicles, Inc.

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.

	ENVIROTECH VEHICLES, INC.

Date: June 29, 2026	By:	/s/ Phillip W. Oldridge
		Phillip W. Oldridge
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Envirotech Vehicles (EVTV) make on June 27, 2026?

Envirotech Vehicles amended its Amended and Restated Bylaws to revise the quorum requirement for stockholder meetings. The change defines when enough shares are represented to conduct business, aligning quorum with a one-third threshold unless higher standards apply.

How is the quorum for Envirotech Vehicles (EVTV) stockholder meetings now defined?

A quorum is now the presence in person or by proxy of holders of one-third of the shares entitled to vote. This applies at stockholder meetings unless applicable law, the certificate of incorporation, or the bylaws require a higher level of representation.

Does the new Envirotech Vehicles (EVTV) quorum rule apply to class or series votes?

Yes. When a separate vote by a class, classes, or series is required, a quorum exists if holders of one-third of that class or series are present. This is still subject to any stricter requirements in law or governing documents.

When did Envirotech Vehicles’ amended bylaws become effective?

The amended bylaws became effective immediately on June 27, 2026, when Envirotech Vehicles’ board of directors approved the amendment. The company filed the updated bylaws as an exhibit so investors can review the complete, current governance provisions.

Where can investors see the full text of Envirotech Vehicles’ amended bylaws?

Investors can review the full text of the Amended and Restated Bylaws, as modified by the June 27, 2026 amendment, in Exhibit 3.1. That exhibit contains the complete bylaw language as currently in effect for Envirotech Vehicles.

Filing Exhibits & Attachments

5 documents