Versant Media (NASDAQ: VSNT) revises 2026 shareholder proposal rules

Rhea-AI Filing Summary

Versant Media Group, Inc. updated its bylaws to set a specific window for shareholder proposals and director nominations for the company’s 2026 annual meeting. For that meeting, shareholders may submit proposals or nominate directors for inclusion in the company’s proxy statement only during the period from January 27, 2026 through the close of business on February 17, 2026.

Any shareholder wishing to bring business under Section 2.09 of the bylaws or use proxy access under Section 3.11 must deliver written notice to the Corporate Secretary within this window and in the manner required by the bylaws. The full amended and restated bylaws are provided as Exhibit 3.1 to this report.

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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): January 6, 2026

Versant Media Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-42856	39-2087186
(Commission File Number)	(IRS Employer Identification No.)

900 Sylvan Avenue Englewood Cliffs, New Jersey	07632
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 735-2622

(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
Class A Common Stock, $0.01 par value		VSNT		The Nasdaq Stock Market LLC

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 January 6, 2026, the Board of Directors of Versant Media Group, Inc. (the “Company”) amended and restated the Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”) effective as of January 6, 2026, to provide that, in the case of the Company’s annual meeting of shareholders held in 2026, the notice period for shareholders to (x) bring matters before the annual meeting and (y) nominate persons for election as a director that are to be included in the Company’s proxy statement, in each case, is the period commencing on January 27, 2026 and ending on the close of business on February 17, 2026.

As a result of the amendment and restatement discussed above, if a shareholder intends to present a proposal or nominate a person for election at the Company’s 2026 annual meeting of shareholders pursuant to Section 2.09 of the Bylaws, or nominate persons for election as a director to be included in the Company’s proxy statement pursuant to Section 3.11 of the Bylaws, the Company’s Corporate Secretary must receive written notice in accordance with the Bylaws no earlier than January 27, 2026 and no later than the close of business on February 17, 2026 to be timely.

The description above is qualified in its entirety by the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Bylaws of Versant Media Group, Inc.
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.

	VERSANT MEDIA GROUP, INC.
Date: January 7, 2026	By:	/s/ Anand Kini
		Name:	Anand Kini
		Title:	Chief Financial Officer and Chief Operating Officer

FAQ

What bylaw change did Versant Media Group (VSNT) make in this 8-K?

The company amended and restated its bylaws to set a specific notice period in 2026 for shareholder proposals and director nominations related to the annual meeting.

What are the 2026 shareholder proposal dates for Versant Media Group (VSNT)?

Written notices must be received no earlier than January 27, 2026 and no later than the close of business on February 17, 2026 to be considered timely.

Which types of submissions are covered by the new 2026 notice window at VSNT?

The window covers shareholder proposals and nominations brought under Section 2.09 of the bylaws, and proxy access director nominations for inclusion in the proxy statement under Section 3.11.

Where must VSNT shareholders send proposals or director nominations for 2026?

Shareholders must send written notice to the Company’s Corporate Secretary in accordance with the detailed requirements set out in the bylaws.

Where can investors read the full amended bylaws of Versant Media Group (VSNT)?

The complete amended and restated bylaws are filed as Exhibit 3.1 to this report and are incorporated by reference.

Does this filing affect director nominations included in VSNT’s proxy statement?

Yes. Director nominations to be included in the company’s proxy statement for the 2026 annual meeting must follow the same January 27–February 17, 2026 notice period.