Trio-Tech updates bylaws on nominations, legal forums

Trio-Tech International reported that its Board of Directors approved Third Amended and Restated Bylaws effective July 7, 2026.

Rhea-AI Filing Summary

Trio-Tech International reported that its Board of Directors approved Third Amended and Restated Bylaws effective July 7, 2026. The revisions add detailed notice and procedural requirements for shareholder director nominations and other business, and expressly incorporate the universal proxy rules under Rule 14a-19.

The bylaws also adopt exclusive forum provisions, designating the Superior Court of California, County of Los Angeles as the forum for derivative and fiduciary-duty claims and certain corporate law matters, with a federal fallback, and designating federal district courts as the exclusive forum for claims under the Securities Act of 1933.

Insights

Corporate governance analyst

Bylaw changes tighten shareholder procedures and centralize litigation venues.

The new bylaws add structured notice and procedural requirements for shareholders who want to nominate directors or bring business to meetings. They also align the company’s nomination framework with the universal proxy regime under Rule 14a-19, which governs how proxy cards list competing director slates.

The exclusive forum clauses aim to channel derivative, fiduciary-duty, and Corporations Code claims to Los Angeles Superior Court, with federal courts designated for Securities Act of 1933 claims. This can reduce multi-forum litigation but also narrows where shareholders may sue, so the practical effect depends on future disputes and how courts interpret these provisions.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Bylaw effectiveness date: July 7, 2026 Exhibit number for bylaws: Exhibit 3.1 Cover page data exhibit: Exhibit 104

3 metrics

Bylaw effectiveness date July 7, 2026 Date the Third Amended and Restated Bylaws became effective

Exhibit number for bylaws Exhibit 3.1 Exhibit containing the full text of the Third Amended and Restated Bylaws

Cover page data exhibit Exhibit 104 Cover Page Interactive Data File embedded within the Inline XBRL document

Key Terms

universal proxy rules, derivative claims, fiduciary-duty claims, exclusive forum

4 terms

universal proxy rules regulatory

"adds notice and procedural requirements ... and incorporates the universal proxy rules of Rule 14a-19"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

derivative claims regulatory

"designates the Superior Court of California, County of Los Angeles as the exclusive forum for derivative claims"

fiduciary-duty claims regulatory

"exclusive forum for derivative claims, fiduciary-duty claims, and claims arising under the Corporations Code"

exclusive forum regulatory

"designates the Superior Court of California, County of Los Angeles as the exclusive forum"

FAQ

What corporate change did Trio-Tech International (TRT) report on July 7, 2026?

Trio-Tech International reported that its Board approved Third Amended and Restated Bylaws effective July 7, 2026. The changes update shareholder nomination procedures and adopt exclusive forum provisions for certain legal claims.

How did Trio-Tech International (TRT) change shareholder nomination procedures?

The company’s updated bylaws add notice and procedural requirements for shareholder director nominations and other business proposals. They also expressly incorporate universal proxy rules under Rule 14a-19, affecting how competing director candidates are presented on proxy cards.

What exclusive forum provisions did Trio-Tech International (TRT) adopt?

The bylaws designate the Superior Court of California, County of Los Angeles as the exclusive forum for derivative, fiduciary-duty, and certain corporate law claims, with a federal fallback, and federal district courts for Securities Act of 1933 claims.

Do Trio-Tech International’s (TRT) bylaw changes affect Securities Act claims?

Yes. The revised bylaws designate the federal district court as the exclusive forum for claims arising under the Securities Act of 1933, as amended, potentially concentrating those lawsuits in federal rather than state courts.

Where can investors see the full text of Trio-Tech International’s (TRT) new bylaws?

The full text of the Third Amended and Restated Bylaws is included as Exhibit 3.1. The company’s description notes that any summary is qualified by reference to this complete exhibit, which is incorporated by reference.

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Available on EDGAR 07/10/2026 - 02:55 PM Accepted by SEC EDGAR 07/10/2026 - 02:54 PM Learn about SEC filing dates

false 0000732026 0000732026 2026-07-07 2026-07-07

--06-30

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

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 93.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.1 KB