Virgin Galactic (NYSE: SPCE) tightens bylaws on voting, proxy rules and legal forum

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. updated its corporate bylaws effective August 28, 2025. The Board of Directors approved amendments that change how most stockholder votes are counted and tighten rules around how investors can nominate directors and bring other business to meetings.

For matters other than director elections, the standard is now a majority of votes cast, excluding abstentions and broker non-votes, unless other governing documents or laws require a different approach. The revisions also address the SEC’s universal proxy rules by requiring anyone soliciting proxies for alternative director nominees to comply with Rule 14a-19 notice and solicitation requirements.

The amendments add new disclosure and procedural requirements for stockholder nominations and proposals, limit the number of director candidates a stockholder may nominate to the number of seats up for election, and require soliciting stockholders to use a proxy card color other than white. The bylaws now also specify that U.S. federal district courts are the exclusive forum for claims under the Securities Act of 1933, unless the company agrees otherwise.

FALSE000170694612/3100017069462025-08-282025-08-28

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): August 28, 2025

____________________________________________________________________________________________________________

Virgin Galactic Holdings, Inc.

(Exact name of registrant as specified in its charter)

 ____________________________

Delaware

001-38202

85-3608069

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1700 Flight Way Tustin, California

92782

(Address of principal executive offices)

(Zip Code)

(949) 774-7640

(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, $0.0001 par value per share

SPCE

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   ☐

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 and effective August 28, 2025, the Board of Directors (the “Board”) of Virgin Galactic Holdings, Inc. (the “Company”) approved and adopted amendments to the Amended and Restated By-Laws of the Company (as amended, the “Amended and Restated By-Laws”). Among other things, the amendments contained in the Amended and Restated By-Laws:

•amend the voting standard for all matters submitted to the stockholders, other than the election of directors, to the affirmative vote of the holders of majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter, unless otherwise provided by applicable law, rule or regulation (including the rules of any stock exchange on which the Corporation’s shares are listed and traded), by the Company’s certificate of incorporation, as amended and/or restated from time to time, the Amended and Restated By-Laws or pursuant to the Stockholders’ Agreement by and between the Company, Vieco USA, Inc. and SCH Sponsor Corp., dated as of October 25, 2019, and the other individuals or entities who have become party thereto since the date thereof;

•address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;

•enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring certain additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies, and prohibiting a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting;

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

•adopt exclusive forum provisions providing for the federal district courts of the United States of America to be the exclusive forum for all claims arising under the Securities Act of 1933, as amended, in each case, unless the Company selects or consents to the selection of an alternative forum.

The Amended and Restated By-Laws also incorporate certain modernizing, clarifying, conforming and additional changes.

The foregoing description of the Amended and Restated By-Laws does not purport to be complete 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 hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Amended and Restated By-Laws of Virgin Galactic Holdings, Inc. (effective as of August 28, 2025).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

						VIRGIN GALACTIC HOLDINGS, INC.
Date: August 29, 2025						By:			/s/ Sarah Kim
						Name:			Sarah Kim
						Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What corporate change did Virgin Galactic (SPCE) report in this filing?

Virgin Galactic reported that its Board approved and adopted amendments to the company’s Amended and Restated By-Laws, effective August 28, 2025, updating voting standards, proxy rules, nomination procedures and forum provisions.

How did Virgin Galactic (SPCE) change its stockholder voting standard?

For matters other than director elections, stockholder approval now requires the affirmative vote of a majority in voting power of the votes cast, excluding abstentions and broker non-votes, unless other governing documents or applicable law require a different standard.

How do the bylaw amendments address SEC universal proxy rules for SPCE?

The amendments clarify that no person may solicit proxies in support of director nominees other than the Board’s nominees unless that person complies with Rule 14a-19 under the Exchange Act, including all applicable notice and solicitation requirements.

What new requirements affect stockholder director nominations at Virgin Galactic?

The updated bylaws enhance procedural mechanics and disclosure requirements for stockholder nominations and other business, require additional background information about proposing stockholders and nominees, and prohibit nominating more director candidates than the number of seats up for election at a given meeting.

What proxy card color requirement did Virgin Galactic adopt?

The amended bylaws require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white.

What is the new forum for Securities Act claims involving Virgin Galactic (SPCE)?

The bylaws now provide that the federal district courts of the United States are the exclusive forum for all claims arising under the Securities Act of 1933, unless Virgin Galactic selects or consents to a different forum.