Professional Diversity Network (IPDN) revises bylaws on meetings and voting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Professional Diversity Network, Inc. reported that its board of directors adopted amendments to the company’s Second Amended and Restated Bylaws, effective June 10, 2026. The changes revise certain provisions governing stockholder meetings and voting standards, and the full amended Bylaws are available as an exhibit to this Form 8‑K.

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

Bylaw amendment effective date: June 10, 2026 Form type: Form 8-K Principal office address: 55 E. Monroe St., Suite 2120 +1 more

4 metrics

Bylaw amendment effective date June 10, 2026 Effective date of amended Second Amended and Restated Bylaws

Form type Form 8-K Current report describing adoption of bylaw amendments

Principal office address 55 E. Monroe St., Suite 2120 Company headquarters in Chicago, Illinois 60603

Telephone number (312) 614-0950 Registrant’s telephone number including area code

Key Terms

Second Amended and Restated Bylaws, stockholder meetings, voting standards, Emerging Growth Company, +1 more

5 terms

Second Amended and Restated Bylaws regulatory

"adopted amendments to the Company’s Second Amended and Restated Bylaws"

stockholder meetings financial

"The amendments revise certain provisions relating to stockholder meetings and voting standards."

voting standards financial

"The amendments revise certain provisions relating to stockholder meetings and voting standards."

Emerging Growth Company regulatory

"Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Exhibit 3.1(ii) regulatory

"3.1(ii) | | Amendment to the Second Amended and Restated Bylaws of the Company, as amended"

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Understanding 8-K Material Events →

06/11/2026 - 08:56 AM

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 11, 2026 (June 10, 2026)

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35824		80-0900177
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of Principal Executive Office) (Zip Code)

(312) 614-0950

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐	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, $.01 par value		IPDN		The 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 (§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 checkmark 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.

Effective June 10, 2026, the board of directors (the “Board”) of Professional Diversity Network, Inc. (the “Company”) adopted amendments to the Company’s Second Amended and Restated Bylaws (the “Bylaws”), effective as of the same date.

The amendments revise certain provisions relating to stockholder meetings and voting standards. Specifically:

Change of Quorum Requirement. Article II, Section 2.6 of the Bylaws was amended to reduce the quorum requirement for stockholder meetings from a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, to one-third (1/3) of the aggregate voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.

Voting Standard (Other Than Election of Directors). Article II, Section 2.9 of the Bylaws was amended to change the voting standard for matters other than the election of directors from requiring the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter to requiring the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter, except as otherwise required by applicable law, the Company’s certificate of incorporation or the Bylaws.

The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, which is filed as Exhibit 3.1(ii) to this Current Report on Form 8‑K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1(ii)		Amendment to the Second Amended and Restated Bylaws of the Company, as amended
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Professional Diversity Network, Inc.

Date: June 11, 2026	By:	/s/ Yiran Gu
	Name:	Yiran Gu
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Professional Diversity Network (IPDN) change in its bylaws?

Professional Diversity Network’s board approved amendments to its Second Amended and Restated Bylaws. The changes affect provisions related to stockholder meetings and voting standards. Detailed language of the amendments is contained in the bylaw document filed as Exhibit 3.1(ii) to this Form 8‑K.

When did the new Professional Diversity Network (IPDN) bylaw amendments take effect?

The amended bylaws of Professional Diversity Network became effective on June 10, 2026. The board of directors adopted the changes as of that date, and the company disclosed them in a current report on Form 8‑K filed shortly thereafter.

How do the bylaw amendments affect Professional Diversity Network (IPDN) stockholder meetings?

The amendments revise certain provisions that govern stockholder meetings at Professional Diversity Network. While the filing does not detail each change, it confirms that procedures and standards tied to meetings and voting were updated in the amended Second Amended and Restated Bylaws.

Where can investors read the full Professional Diversity Network (IPDN) amended bylaws?

Investors can review the complete text of the amended bylaws in Exhibit 3.1(ii). That exhibit, titled “Amendment to the Second Amended and Restated Bylaws of the Company, as amended,” is attached to the company’s Form 8‑K and incorporated by reference.

Who authorized the bylaw changes at Professional Diversity Network (IPDN)?

The board of directors of Professional Diversity Network authorized and adopted the bylaw amendments. The Form 8‑K notes that the board approved these changes, updating provisions related to stockholder meetings and voting standards in the company’s governing documents.

Filing Exhibits & Attachments

5 documents