Solventum (NYSE: SOLV) closes By-law challenge with $120K mootness fee payment
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Solventum Corporation reports the resolution of a Delaware Court of Chancery class action that challenged certain advance notice and stockholder nomination provisions in its By-laws. The company had already amended the challenged By-law provisions on September 20, 2024.
Following the amendment, the plaintiff moved to dismiss the case as moot but sought attorneys’ fees and expenses. After arm’s-length negotiations, Solventum agreed to pay $120,000 to the plaintiff’s counsel in full satisfaction of all fee and expense claims related to the By-laws amendment. On June 2, 2026, the Court entered an order closing the case and directing that notice of the agreed fee payment be provided through this report, without reviewing or passing judgment on the amount or reasonableness of the fees.
Positive
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Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Mootness fee: $120,000
Complaint filing date: May 10, 2024
By-law amendment date: September 20, 2024
+2 more
5 metrics
Mootness fee
$120,000
Agreed payment to plaintiff’s counsel for attorneys’ fees and expenses
Complaint filing date
May 10, 2024
Verified Class Action Complaint filed in Delaware Court of Chancery
By-law amendment date
September 20, 2024
Company amended challenged advance notice and nomination provisions
Dismissal notice date
November 13, 2024
Plaintiff filed notice and proposed order dismissing action as moot
Court closing order date
June 2, 2026
Delaware Court entered order closing case and requiring SEC disclosure notice
Key Terms
advance notice, stockholder nomination provisions, Mootness Fee, Court of Chancery Rules 23(f) and 41(a), +1 more
5 terms
advance notice regulatory
"challenging the validity of certain aspects of the advance notice and stockholder nomination provisions of the By-laws"
stockholder nomination provisions regulatory
"challenging the validity of certain aspects of the advance notice and stockholder nomination provisions of the By-laws"
Mootness Fee legal
"resolve Plaintiff ’s fee application with a payment to Plaintiff ’s counsel of $120,000.00 (the “Mootness Fee”)"
A mootness fee is a payment a company makes to settle or compensate plaintiffs and their lawyers when a lawsuit loses its practical purpose because the company already fixed the issue or took steps that make the case irrelevant. For investors it matters because such fees are a cash cost that can appear on financial statements and indicate the company chose to resolve legal disputes quickly—like paying a small bill to avoid a lengthy fight that could be costlier or distracting.
Court of Chancery Rules 23(f) and 41(a) regulatory
"IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned parties, under Court of Chancery Rules 23(f) and 41(a)"
dismissed with prejudice legal
"the Action shall be fully dismissed with prejudice as to Plaintiff"
A court decision that ends a lawsuit permanently and prevents the same claim from being filed again. For investors, a dismissal with prejudice removes a legal cloud over a company’s finances or operations, reducing the risk of future litigation on that issue much like closing a chapter in a book so it can’t be reopened; it can affect a company’s liability estimates, stock risk profile, and investor confidence.
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 2, 2026
(Exact Name of Registrant as Specified in Its Charter)
File No. | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant’s Telephone Number, Including Area Code) (651 ) 733-1110
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):
| 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 | ||||||||||||
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events.
On May 10, 2024, Plaintiff Eric Gilbert (the “Plaintiff”), on behalf of a putative class of stockholders of Solventum Corporation (the “Company”), filed a Verified Class Action Complaint (the “Action”) in the Court of Chancery of the State of Delaware (the “Delaware Court”), challenging the validity of certain aspects of the advance notice and stockholder nomination provisions of the By-laws of the Company. On September 20, 2024, the Company modified the challenged provisions by amending the By-laws of the Company (the “By-laws Amendment”). On November 13, 2024, the Plaintiff filed a Notice and [Proposed] Order Dismissing this Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorney’s Fees and Reimbursement of Expenses (the “Fee Application”).
The Company has denied and continues to deny all allegations of wrongdoing in the Action. Following negotiations, the Company subsequently decided to avoid further litigation of the issue by resolving the Fee Application and agreeing to pay $120,000 in attorneys’ fees and expenses in full satisfaction of any and all claims by the Plaintiff and his counsel for fees and expenses in the Action relating to the By-laws Amendment. In making this decision, the Company considered various factors, including the cost and time associated with litigation.
On June 2, 2026, the Delaware Court entered an order, pursuant to a stipulation, providing that notice of these payments be given through the furnishing of this Current Report on Form 8-K. A copy of the Stipulation and Order Closing Case is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In entering the order, the Delaware Court was not asked to review, and did not pass judgment on, the agreed payment of the Plaintiff’s attorneys’ fees and expenses or their reasonableness. The Plaintiff’s counsel are Joseph L. Christensen of Christensen Law LLC, (302) 212-4330 and Abbott Cooper of Abbott Cooper PLLC, (475) 477-5031. Counsel for the Company are Wade Houston of Abrams & Bayliss LLP, (302) 778-1166 and Roger A. Cooper of Cleary Gottlieb Steen & Hamilton LLP, (212) 225-2283.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
99.1 | Stipulation and Order Closing Case dated June 2, 2026 | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||||||
SIGNATURE
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 thereunto duly authorized.
| SOLVENTUM CORPORATION | ||||||||
By: | /s/ Wayde McMillan | |||||||
Wayde McMillan | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Dated: June 5, 2026
EXHIBIT 99.1
GRANTED | ||||||||
N THE COURT OF CHANCERY OF THE STATE OF DELAWARE
| C.A. No. 2024-0501-JTL | ||
STIPULATION AND [PROPOSED] ORDER CLOSING CASE
WHEREAS, on May 10, 2024, Plaintiff Eric Gilbert (“Plaintiff”) filed a Verified Class Action Complaint (the “Complaint”) against, Defendant Solventum Corporation (“Defendant”).
WHEREAS, on November 13, 2024, Plaintiff filed a Notice and [Proposed] Order Dismissing this Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorney’s Fees and Reimbursement of Expenses (D.I. 5);
WHEREAS, Defendant has denied and continues to deny all allegations and claims brought by Plaintiff;
WHEREAS, following arms-length negotiations, and in order to avoid the time and expense of continued litigation and without any admissions, the parties
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have reached an agreement to resolve Plaintiff ’s fee application with a payment to Plaintiff ’s counsel of $120,000.00 (the “Mootness Fee”);
WHEREAS, the Court has not and will not pass judgment on the amount of the Mootness Fee; and
WHEREAS, the Court requires the parties to provide notice to stockholders concerning any agreed-upon payment of attorneys’ fees and expenses in circumstances where the underlying claims are dismissed as moot;
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned parties, under Court of Chancery Rules 23(f) and 41(a), subject to the approval of the Court, that:
1.Following the entry of this Order, Defendant shall make a disclosure in a Form 8-K substantially in the form attached hereto as Exhibit A that will be furnished to the Securities and Exchange Commission;
2.The submission by Defendant of a disclosure in a Form 8-K substantially in the form attached hereto as Exhibit A constitutes adequate notice for the purposes of Rule 23(f)(3) (the “Notice”) to the extent such notice is required;
3.Defendant shall file with the Court an affidavit that the Notice has been made (the “Affidavit”) in accordance with paragraphs 3 and 4 above no later than 5 business days after the Notice is publicly filed;
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4.Upon the filing of the Affidavit:
a.The Register in Chancery is directed to close this Action on the docket for all purposes; and
b.The Court will no longer retain any jurisdiction over this Action, and the Action shall be fully dismissed with prejudice as to Plaintiff.
5.Defendant shall pay the Mootness Fee in full satisfaction of the claim for attorneys’ fees and expenses in the Action to an account designated by Plaintiff ’s counsel no later than ten (10) business days after the later of: (a) the date of the entry of this Order, or (b) Defendant’s counsel’s receipt from Plaintiff ’s counsel of the information necessary to deliver a check or effectuate a transfer of funds to an account designated by Plaintiff ’s counsel. Upon payment into such account, Plaintiff and Plaintiff ’s counsel shall be deemed to have released Defendant from all claims for attorneys’ fees and expenses in connection with the matters addressed by the Complaint.
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Dated: May 28, 2026
/s/ Joseph L. Christensen Joseph L. Christensen (#5146) Christensen Law LLC
1201 North Market Street, Suite 1404
Wilmington, DE 19801
(302) 212-4330
Counsel for Plaintiff Eric Gilbert
/s/ E. Wade Houston
E. Wade Houston (#6289) ABRAMS & BAYLISS LLP
20 Montchanin Road, Suite 200
Wilmington, DE 19807
(302) 778-1166
houston@abramsbayliss.com OF COUNSEL:
Roger A. Cooper
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza New York, NY 10006
(212) 225-2000
Counsel for Defendant Solventum Corporation
SO ORDERED this day of , 2026
The Honorable J. Travis Laster
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This document constitutes a ruling of the court and should be treated as such. | ||
Court: DE Court of Chancery Civil Action Judge: J Travis Laster File & Serve Transaction ID: 79585789 Current Date: Jun 02, 2026 Case Number: 2024-0501-JTL Case Name: CLOSED/Eric R. Gilbert v. Solventum Corporation Court Authorizer: J Travis Laster | ||
/s/ Judge J Travis Laster | ||
FAQ
What legal matter does Solventum (SOLV) describe in this 8-K filing?
Solventum describes a Delaware Court of Chancery class action challenging certain advance notice and stockholder nomination By-law provisions. The company amended those provisions and the case was later dismissed as moot, with only attorneys’ fees for plaintiff’s counsel remaining at issue.
How much will Solventum (SOLV) pay in attorneys’ fees under the court stipulation?
Solventum agreed to pay $120,000 in attorneys’ fees and expenses to the plaintiff’s counsel. This payment fully satisfies all claims for fees and expenses in connection with the class action related to the By-laws amendment, following arms-length negotiations between the parties.
Did the Delaware Court rule on the merits of the By-law challenge against Solventum (SOLV)?
The case was dismissed as moot after Solventum amended the challenged By-law provisions. The company denies all allegations. The Court’s order concerns closing the case and related fee notice; it does not pass judgment on the merits of the By-law challenge itself.
Did the Delaware Court approve the $120,000 attorneys’ fee amount in the Solventum (SOLV) case?
The Delaware Court expressly did not review or pass judgment on the $120,000 attorneys’ fees and expenses. The amount reflects an agreement between Solventum and plaintiff’s counsel, with the Court only requiring notice of the agreed payment to stockholders.
What changes did Solventum (SOLV) make to its By-laws in response to the lawsuit?
Solventum amended certain advance notice and stockholder nomination provisions in its By-laws on September 20, 2024. These amendments addressed the provisions challenged in the class action, which led the plaintiff to seek dismissal of the lawsuit as moot thereafter.
What is the outcome of the Delaware Court action involving Solventum (SOLV) and Eric Gilbert?
The Delaware Court has ordered the case closed and dismissed with prejudice as to the plaintiff, after Solventum agreed to pay a $120,000 mootness fee to plaintiff’s counsel. The Court will no longer retain jurisdiction over the action once the required notice steps are completed.