MediaAlpha (NYSE: MAX) amends bylaws on meetings, directors, litigation

Rhea-AI Filing Summary

MediaAlpha, Inc. approved and implemented an amended and restated set of corporate by-laws on December 10, 2025. The changes revise how stockholder meetings are run, including what business can be conducted, how stockholders can propose matters, the voting standard to adjourn meetings to a majority of votes cast, and removal of the prior cap on how many proxies a stockholder may authorize.

The updates also adjust rules for electing and removing directors, including those nominated under the company’s Stockholders Agreement and their committee service, and clarify that directors may receive compensation beyond what is described in one section of the by-laws. The revisions further clarify the scope of indemnification for directors and officers as permitted by Delaware law, remove now-irrelevant Stockholders Agreement references, reflect recent Delaware law changes, and delete an article that had addressed payment of litigation costs in certain legal actions.

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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): December 10, 2025

_____________________________

MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware			001-39671			85-1854133
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

700 South Flower Street, Suite 640 Los Angeles, California			90017
(Address of Principal Executive Offices)			(Zip Code)

(213) 316-6256

(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 (see General Instruction A.2. below):
o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Class A common stock, $0.01 par value

MAX

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     o

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

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

On December 10, 2025, the Board of Directors of MediaAlpha, Inc. (the “Company”) approved an amendment and restatement of the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), which became effective the same day. Among other things, the Amended and Restated By-Laws:

•update the procedures and other requirements relating to meetings of stockholders, including by revising:

◦the scope of business that may be conducted at such meetings;

◦the process for stockholders to propose business to be brought;

◦the voting standard required to adjourn a meeting of stockholders to a majority of votes cast;

◦to eliminate the prior cap on the number of proxies that may be authorized by stockholders;

◦the treatment of proxies received by the Company for disqualified or withdrawn nominees for election to the Board;

•amend certain provisions relating to the election and terms of directors nominated pursuant to the Stockholders Agreement, as well as their service on committees of the Board;

•update certain requirements relating to nominations for election to the Board and to the removal of directors;

•clarify that the provision regarding director compensation in Section 3.13 does not limit directors from receiving other compensation;

•clarify that certain provisions relating to the indemnification of directors or officers by the Company apply to the fullest extent permitted by Delaware law;

•delete references to certain provisions of the Company’s Stockholder Agreement that are no longer applicable to the Company;

•reflect recent amendments to the Delaware General Corporation Law; and

•eliminate the provisions of Article XII relating to payment of litigation costs in the event of certain legal actions brought against the Company.

The Amended and Restated By-Laws also incorporate ministerial, technical, clarifying and conforming changes. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
3.1			Amended and Restated By-Laws of MediaAlpha, 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.

			MediaAlpha, Inc.
Date: December 16, 2025			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

FAQ

What corporate action did MediaAlpha (MAX) report in this 8-K?

MediaAlpha reported that its Board of Directors approved an amended and restated set of by-laws on December 10, 2025, which became effective the same day.

How did MediaAlpha (MAX) change its stockholder meeting procedures?

The revised by-laws update procedures for stockholder meetings, including the scope of business allowed, how stockholders may propose business, the voting standard to adjourn meetings to a majority of votes cast, and removal of the prior cap on the number of proxies a stockholder may authorize.

What changes did MediaAlpha (MAX) make regarding directors and nominations?

The updated by-laws amend provisions on the election and terms of directors nominated under the Stockholders Agreement, address their committee service, and update requirements for director nominations and removal.

How do the new by-laws affect director compensation at MediaAlpha (MAX)?

The changes clarify that the director compensation provision in Section 3.13 does not limit directors from receiving other compensation, providing flexibility in how directors may be compensated.

What did MediaAlpha (MAX) change about indemnification and litigation costs?

The by-laws now clarify that indemnification of directors and officers applies to the fullest extent permitted by Delaware law and eliminate Article XII, which had addressed payment of litigation costs in certain legal actions against the company.

Did MediaAlpha (MAX) align its by-laws with Delaware law updates?

Yes. The amended and restated by-laws reflect recent amendments to the Delaware General Corporation Law and remove references to Stockholders Agreement provisions that no longer apply.