Motorsport Games (NASDAQ: MSGM) limits stockholder written consents
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Motorsport Games Inc. implemented previously approved amendments to its charter and bylaws, effective May 24, 2026. A holder of at least two thirds of the voting power had earlier delivered written consent approving these changes, and an information statement on Schedule 14C was sent to stockholders.
The amendments now allow the Board of Directors or a simple majority of outstanding voting shares to alter, amend or repeal the bylaws and certain charter provisions. They also require that any action by stockholders be taken only at a duly called annual or special meeting, eliminating the ability of stockholders to act by written consent.
Positive
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Negative
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Insights
Motorsport Games shifts stockholder decision-making to formal meetings and centralizes amendment powers.
Motorsport Games has put into effect charter and bylaw amendments approved by a supermajority voting holder after a Schedule 14C process. These changes govern how the company’s core documents can be altered and how stockholders exercise their rights.
The amendments permit the Board or a simple majority of voting shares to change bylaws and certain charter provisions. They also require stockholder actions to occur at duly called meetings rather than by written consent, meaning future decisions will follow formal meeting procedures with associated notice and timing requirements.
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, and exhibit attachments filed with this report.
Key Figures
Supermajority approval: at least two thirds voting power
Information statement notice period: 20 calendar days
Effective date of amendments: May 24, 2026
+1 more
4 metrics
Supermajority approval
at least two thirds voting power
Holder approval of charter and bylaw amendments on April 22, 2025
Information statement notice period
20 calendar days
Minimum period after Definitive Information Statement under Rule 14c-2
Effective date of amendments
May 24, 2026
Charter Amendment and Bylaws Amendment effectiveness
Amendment approval threshold
simple majority of outstanding shares
Standard to alter, amend or repeal bylaws and certain charter provisions
Key Terms
Charter Amendment, Bylaws Amendment, Schedule 14C, written consent, +1 more
5 terms
Charter Amendment regulatory
"approving a Certificate of Amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation"
A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.
Bylaws Amendment regulatory
"Amendment No. 2 (the “Bylaws Amendment”) to the Company’s Bylaws, as amended"
A bylaws amendment is a change to a company’s internal rulebook that governs how it operates, how directors are chosen, how shareholder meetings are run, and other procedural details—think of it as rewriting the club rules. Investors care because those rule changes can affect control, voting power, takeover defenses, board flexibility, and how decisions are made, which in turn can influence corporate strategy, governance quality, and ultimately shareholder value.
Schedule 14C regulatory
"filed with the Securities and Exchange Commission a Definitive Information Statement on Schedule 14C"
Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.
written consent regulatory
"delivered to the Company an irrevocable written consent approving a Certificate of Amendment"
A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.
Rule 14c-2 regulatory
"Pursuant to Rule 14c-2 under the Exchange Act, the approval of the Charter Amendment"
FAQ
What corporate changes did Motorsport Games (MSGM) disclose in this 8-K?
Motorsport Games implemented amendments to its charter and bylaws effective May 24, 2026. These changes govern how the documents can be amended and require stockholder actions to occur at duly called meetings instead of by written consent.
When did the Motorsport Games charter and bylaw amendments become effective?
The charter amendment became effective May 24, 2026, after being filed with the Delaware Secretary of State on May 22, 2026. The related bylaws amendment was deemed effective on May 24, 2026, following the information statement notice period under SEC Rule 14c-2.
How can Motorsport Games’ charter and bylaws now be amended?
The amendments allow Motorsport Games’ charter and bylaws to be altered, amended or repealed by the Board of Directors or a simple majority of outstanding shares entitled to vote for directors. This language is now reflected in both the amended Certificate of Incorporation and the amended Bylaws.
Can Motorsport Games stockholders still act by written consent after these changes?
No. The amendments specify that any action required or permitted to be taken by Motorsport Games stockholders must occur at a duly called annual or special meeting. The documents now state that stockholder actions may not be effected by written consent.
How were the Motorsport Games governance amendments approved?
A holder of at least two thirds of the combined voting power of Class A and Class B common stock delivered an irrevocable written consent on April 22, 2025. Motorsport Games then filed a Definitive Information Statement on Schedule 14C describing the charter and bylaw amendments.
Where can investors see the full text of Motorsport Games’ charter and bylaw amendments?
The full texts are filed as exhibits to the report: the Certificate of Amendment to the Certificate of Incorporation as Exhibit 3.1 and Amendment No. 2 to the Bylaws as Exhibit 3.2. These exhibits provide the exact amended language.