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0000732026
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2026-07-07
2026-07-07
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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): July 7, 2026
TRIO-TECH INTERNATIONAL
(Exact Name of Registrant as Specified in Its Charter)
California | 1-14523 | 95-2086631 |
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Block 1008 Toa Payoh North, Unit 03-09
Singapore318996
(Address of Principal Executive Offices) (Zip Code)
(65) 6265 3300
(Registrant’s Telephone Number, Including Area Code)
______________
(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 or to be 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, no par value | TRT | NYSE American |
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 12b2 of the Securities Exchange Act of 1934 (17 CFR 240.12b2) 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 July 7, 2026, the Board of Directors (the “Board”) of Trio-Tech International, Inc. (the “Company”) approved the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately. The amendment to the Bylaws principally (i) adds notice and procedural requirements for shareholder director nominations and business proposals and incorporates the universal proxy rules of Rule 14a-19 under the Securities Act of 1934, as amended; and (ii) designates the Superior Court of California, County of Los Angeles as the exclusive forum for derivative claims, fiduciary-duty claims, and claims arising under the Corporations Code, the Articles, or the Bylaws, with a federal-court fallback if no California state court has jurisdiction, and designates the federal district court as the exclusive forum for claims under the Securities Act of 1933, as amended.
The foregoing description of the changes effected through the adoption of the Bylaws does not purport to be complete and is qualified by reference to the full text of the Bylaws, which is attached to this Form 8-K as Exhibit 3.1, and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | Third Amended and Restated Bylaws of Trio-Tech International |
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.
| TRIO-TECH INTERNATIONAL |
| | |
Date: July 10, 2026 | By: | /s/ Srinivasan Anitha |
| | Srinivasan Anitha Chief Financial Officer |
